Cayman Islands | | | 6770 | | | 98-1581263 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Keith Townsend Jonathan M.A. Melmed Kevin E. Manz King & Spalding LLP 1185 Avenue of the Americas, 34th Floor New York, NY 10036 (212) 556-2100 (212) 556-2222 — Facsimile | | | Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Benjamin S. Reichel, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 (212) 370-1300 (212) 370-7889 — Facsimile |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered | | | Proposed Maximum Offering Price Per Unit | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | Amount of Registration Fee | | | Amount to be Registered | | | Proposed Maximum Offering Price Per Unit | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) | | | 28,750,000 | | | $10.00 | | | $287,500,000 | | | $31,366.25 | | | 28,750,000 | | | $10.00 | | | $287,500,000 | | | $26,651.25 |
Class A ordinary shares included as part of the units(3) | | | 28,750,000 | | | — | | | — | | | —(4) | | | 28,750,000 | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 14,375,000 | | | — | | | — | | | —(4) | | | 14,375,000 | | | — | | | — | | | —(4) |
Total | | | | | | | $287,500,000 | | | $31,366.25 | | | | | | | $287,500,000 | | | $26,651.25(5) |
(1) | Estimated solely for the purpose of calculating the registration fees. |
(2) | Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | Previously paid. |
| | Per Unit | | Total | | | Per Unit | | Total | |||
Public offering price | | $10.00 | | $250,000,000 | | $10.00 | | $250,000,000 | ||||
Underwriting discounts and commissions(1) | | $0.55 | | $13,750,000 | | $0.70 | | $17,500,000 | ||||
Proceeds, before expenses, to us | | $9.45 | | $236,250,000 | | $9.30 | | $232,500,000 |
(1) | The underwriter has agreed to defer until consummation of our initial business combination |
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• | one Class A ordinary share; and |
• | one-half of one redeemable warrant. |
(1) | Assumes the underwriter does not exercise the over-allotment option. |
(2) | Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. |
(3) | Includes |
(4) | Includes 25,000,000 public shares and |
• | 30 days after the completion of our initial business combination; and |
• | twelve months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants-Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; |
• | prior to our initial business combination, only holders of the founder shares have the right to vote to continue our company in a jurisdiction outside the Cayman Islands; |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares |
• | the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately |
• | any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | reimbursement for office space and secretarial and administrative services provided to us by an affiliate of our sponsor in the amount of up to $10,000 per month; |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and |
• | repayment of any loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
| | February 12, 2021 | | | February 12, 2021 (Audited) | | September 30, 2021 (Unaudited) | ||||||||
| | Actual | | As Adjusted(1) | | | Actual | | Actual | | As Adjusted(1) | ||||
Balance Sheet Data: | | | | | | ||||||||||
Working capital (deficiency) | | $(43,466) | | $242,520,000 | | $(43,466) | | $(246,252) | | $1,659,214 | |||||
Total assets | | $88,466 | | $251,270,000 | | $88,466 | | $255,609 | | $256,659,214 | |||||
Total liabilities | | $68,466 | | $8,750,000 | | $68,466 | | $246,395 | | $30,844,167 | |||||
Value of ordinary shares subject to possible conversion/tender | | $— | | $237,519,993 | | $— | | $— | | $255,000,000 | |||||
Shareholders’ equity | | $20,000 | | $5,000,007 | |||||||||||
Shareholders’ equity (deficit) | | $20,000 | | $9,214 | | $(29,184,953) |
(1) | The “as adjusted” |
(2) | The “as adjusted” total liabilities amount includes the |
| | Without Over- allotment Option | | Over-allotment Option Exercised | | | Without Over- allotment Option | | Over-allotment Option Exercised | |||
Gross proceeds | | | | | ||||||||
Gross proceeds from units offered to public(1) | | $250,000,000 | | $287,500,000 | | $250,000,000 | | $287,500,000 | ||||
Gross proceeds from private placement warrants offered in the private placement | | 7,250,000 | | 7,250,000 | | 12,250,000 | | 13,000,000 | ||||
Total gross proceeds | | $257,250,000 | | $294,750,000 | | $262,250,000 | | $300,500,000 | ||||
Estimated offering expenses(2) | | | | | ||||||||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | $5,000,000 | | $5,000,000 | | $5,000,000 | | $5,000,000 | ||||
Legal fees and expenses | | 250,000 | | 250,000 | | 250,000 | | 250,000 | ||||
Printing and engraving expenses | | 45,000 | | 45,000 | | 45,000 | | 45,000 | ||||
Accounting fees and expenses | | 45,000 | | 45,000 | | 45,000 | | 45,000 | ||||
SEC/FINRA Expenses | | 74,991 | | 74,991 | | 70,276 | | 70,276 | ||||
Nasdaq Capital Market Listing Fees | | 75,000 | | 75,000 | ||||||||
Director and officer liability insurance premiums | | 300,000 | | 300,000 | ||||||||
Nasdaq Global Market Listing Fees | | 75,000 | | 75,000 | ||||||||
Miscellaneous | | 210,009 | | 210,009 | | 114,724 | | 114,724 | ||||
Total estimated offering expenses | | $1,000,000 | | $1,000,000 | | $600,000 | | $600,000 | ||||
Proceeds after estimated offering expenses | | $251,250,000 | | $288,750,000 | | $256,650,000 | | $294,900,000 | ||||
Held in trust account(3) | | $250,000,000 | | $287,500,000 | | $255,000,000 | | $293,250,000 | ||||
% of public offering size | | 100% | | 100% | | 102% | | 102% | ||||
Not held in trust account | | $1,250,000 | | $1,250,000 | | $1,650,000 | | $1,650,000 |
| | Amount | | % of Total | | | Amount | | % of Total | |||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5) | | $400,000 | | 32.0% | | $400,000 | | 24.24% | ||||
Legal and accounting fees related to regulatory reporting obligations | | 200,000 | | 16.0% | | | 12.12% | |||||
Payment for office space and secretarial and administrative services | | 240,000 | | 19.2% | | 150,000 | | 9.09% | ||||
Stock exchange continued listing fees | | 75,000 | | 6.0% | | 75,000 | | 4.55% | ||||
Reserve for liquidation expenses | | 100,000 | | 8.0% | | | 6.06% | |||||
Director and officer liability insurance premiums | | | 24.24% | |||||||||
Working capital to cover miscellaneous expenses and reserves (including franchise taxes net of anticipated interest income) | | 235,000 | | 18.8% | | 325,000 | | 19.70% | ||||
Total | | $1,250,000 | | 100% | | $1,650,000 | | 100.00% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of |
(3) | The underwriter has agreed to defer until consummation of our initial business combination |
(4) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.05% per year, we estimate the interest earned on the trust account will be approximately |
(5) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
| | Without Over- allotment | | With Over- allotment | | | Without Over- allotment | | With Over- allotment | |||
Public offering price | | $10.00 | | $10.00 | | $10.00 | | $10.00 | ||||
Net tangible book deficit before this offering | | (0.01) | | (0.01) | | (0.03) | | (0.02) | ||||
Increase attributable to public shareholders | | 0.68 | | 0.59 | ||||||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | 0.67 | | 0.58 | ||||||||
Decrease attributable to public shareholders | | (3.31) | | (3.32) | ||||||||
Pro forma net tangible book deficit after this offering and the sale of the private placement warrants | | (3.34) | | (3.34) | ||||||||
Dilution to public shareholders | | $9.33 | | $9.42 | | $13.34 | | $13.34 | ||||
Percentage of dilution to public shareholders | | 93.3% | | 94.2% | | 133.40% | | 133.40% |
| | Shares Purchased | | Total Consideration | | | Average Price per Share | | | Shares Purchased | | Total Consideration | | | Average Price per Share | |||||||||||||||
| | Number | | Percentage | | Number | | Percentage | | | | Number | | Percentage | | Number | | Percentage | | |||||||||||
Class B Ordinary Shares(1) | | 6,250,000 | | 20.0% | | $25,000 | | 0.01% | | $0.004 | | 8,750,000 | | 25.9% | | $25,000 | | 0.01% | | $0.003 | ||||||||||
Public Shareholders | | 25,000,000 | | 80.0% | | 250,000,000 | | 99.99% | | $10.00 | | 25,000,000 | | 74.1% | | 250,000,000 | | 99.99% | | $10.00 | ||||||||||
| 31,250,000 | | 100.0% | | $250,025,000 | | 100.00% | | | 33,750,000 | | 100.0% | | $250,025,000 | | 100.00% | |
(1) | Assumes the underwriter does not exercise the over-allotment option and the corresponding forfeiture of |
| | Without Over- allotment | | With Over- allotment | | | Without Over- allotment | | With Over- allotment | |||
Numerator: | | | | | ||||||||
Net tangible book deficit before this offering | | $(43,466) | | $(43,466) | | $(246,252) | | $(246,252) | ||||
Net proceeds from this offering and sale of the private placement warrants(1) | | 251,250,000 | | 288,750,000 | | 256,650,000 | | 294,900,000 | ||||
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | 63,466 | | 63,466 | | 255,466 | | 255,466 | ||||
Less: Deferred underwriting commissions | | (8,750,000) | | (10,812,500) | | (12,500,000) | | (15,125,000) | ||||
Less: Warrant liability | | (18,190,000) | | (20,113,800) | ||||||||
Less: Overallotment liability | | (154,167) | | — | ||||||||
Less: Proceeds held in trust subject to redemption(2) | | (237,519,993) | | (272,957,493) | | (255,000,000) | | (293,250,000) | ||||
| $5,000,007 | | $5,000,007 | | $(29,184,953) | | $(33,579,586) | |||||
Denominator: | | | | | ||||||||
Ordinary shares outstanding prior to this offering | | 7,187,500 | | 7,187,500 | | 10,062,500 | | 10,062,500 | ||||
Ordinary shares forfeited if over-allotment is not exercised | | (937,500) | | — | | (1,312,500) | | — | ||||
Ordinary shares included in the units offered | | 25,000,000 | | 28,750,000 | | 25,000,000 | | 28,750,000 | ||||
Less: Ordinary shares subject to redemption | | (23,751,999) | | (27,295,749) | | (25,000,000) | | (28,750,000) | ||||
| 7,498,001 | | 8,641,751 | | 8,750,000 | | 10,062,500 |
(1) | Expenses applied against gross proceeds include offering expenses of |
(2) | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business Effecting Our Initial Business Combination—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities.” |
| | February 12, 2021 | | | September 30, 2021 | |||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | |||
Note payable to related party(2) | | $25,000 | | $— | | $161,500 | | $— | ||||
Warrant liability(3) | | — | | 18,190,000 | ||||||||
Overallotment liability | | | 154,167 | |||||||||
Deferred underwriting commissions | | — | | 8,750,000 | | — | | 12,500,000 | ||||
Class A Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted; 23,751,999 ordinary shares are subject to possible redemption, actual and as adjusted, respectively | | — | | 237,519,993 | ||||||||
Class A Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted; 25,000,000 ordinary shares are subject to possible redemption, actual and as adjusted, respectively(4) | | — | | 255,000,000 | ||||||||
Shareholders’ equity: | | | | | ||||||||
Preference shares, $0.0001 par value; 5,000,000 preference shares authorized, actual and as adjusted; 0 preference shares issued and outstanding, actual and as adjusted | | — | | — | | — | | — | ||||
Class A Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted; 0 and 1,248,001 shares issued and outstanding (excluding 23,751,999 shares subject to possible redemption), actual and as adjusted, respectively(3) | | — | | 125 | ||||||||
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, actual and as adjusted; 7,187,500 and 6,250,000 Class B ordinary shares issued and outstanding, actual and as adjusted, respectively(3) | | 719 | | 625 | ||||||||
Class A Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted | | — | | — | ||||||||
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, actual and as adjusted; 10,062,500 and 8,750,000 Class B ordinary shares issued and outstanding, actual and as adjusted, respectively | | 1,006 | | 875 | ||||||||
Additional paid-in capital | | 24,281 | | 5,004,257 | | 23,994 | | — | ||||
Accumulated deficit | | (5,000) | | (5,000) | | (15,786) | | (29,185,828) | ||||
Total shareholders’ equity | | $20,000 | | $5,000,007 | ||||||||
Total shareholders’ equity (deficit) | | $9,214 | | $(29,184,953) | ||||||||
Total capitalization | | $45,000 | | $251,270,000 | | $170,714 | | $256,659,214 |
(1) | Assumes the underwriter does not exercise the over-allotment option and the corresponding forfeiture of |
(2) | Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of |
(3) | We will account for the 24,750,000 warrants to be issued in connection with this offering (the 12,500,000 warrants included in the units and the 12,250,000 private placement warrants, assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. Such warrant classification is also subject to re-evaluation at each reporting period. |
(4) | In connection with our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public |
| | Redemptions in connection with Our Initial Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemption if We Fail to Complete an Initial Business Combination | |
Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $ | | | Approximately |
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Investment of net proceeds | | | $ | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
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Receipt of interest on escrowed funds | | | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
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Limitation on fair value or net assets of target business | | | Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
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Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment | | | ||
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Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
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Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, in connection with our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution | | | ||
| | under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting. | | | ||
| | | | |||
Business combination deadline | | | If we have not consummated an initial business combination within | | | If an acquisition has not been completed within |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | ||
| | | | |||
Release of funds | | | Except for the withdrawal of interest income (if any) to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of: (i) the completion of our initial business combination; (ii) the redemption of our public shares if we have not consummated an initial business combination within | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
Name | | | Age | | | Position |
Shawn Matthews | | | 54 | | | Chairman and Chief Executive Officer |
James Bond | | | | | President, | |
Jacob Loveless | | | | | Director Nominee | |
Steven Bischoff | | | 64 | | | Director Nominee |
David Goldfarb | | | 64 | | | Director Nominee |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Shawn Matthews | | | Hondius Capital Management, LP | | | Investment Management | | | Chief Investment Officer |
James Bond | | | Hondius Capital Management, LP | | | Investment Management | | | Chief |
Jacob Loveless | | | Edgemesh Corporation | | | Technology and Infrastructure | | | Chief Executive Officer |
Steven Bischoff | | | Atlantic Home Loans | | | Investment Management | | | Executive Vice President |
David Goldfarb | | | Chauncey Advisors LLC | | | Investment Management | | | Chief Executive Officer |
| | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Issued and Outstanding Ordinary Shares | ||||
| | Before Offering | | | After Offering | ||||
Name and Address of Beneficial Owner(1) | | | | | | | |||
HCM Investor Holdings, LLC | | | 7,187,500(3)(4) | | | 100.0% | | | 20.0% |
Shawn Matthews | | | 7,187,500(3)(4) | | | 100.0% | | | 20.0% |
James Bond(5) | | | — | | | — | | | — |
Jacob Loveless(5) | | | — | | | — | | | — |
Steven Bischoff(5) | | | — | | | — | | | — |
David Goldfarb(5) | | | — | | | — | | | — |
All officers, directors and director nominees as a group (5 individuals) | | | 7,187,500 | | | 100.0% | | | 20.0% |
| | Before Offering | | | After Offering | |||||||
| | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Outstanding Ordinary Shares | | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Outstanding Ordinary Shares | |
Name and Address of Beneficial Owner(1) | | | | | | | | | ||||
HCM Investor Holdings, LLC | | | 10,062,500(3)(4) | | | 100.0% | | | 8,675,000 | | | 25.7% |
Shawn Matthews | | | 10,062,500(3)(4) | | | 100.0% | | | 8,675,000 | | | 25.7% |
James Bond | | | — | | | — | | | — | | | — |
Jacob Loveless(5) | | | — | | | — | | | 25,000 | | | * |
Steven Bischoff(5) | | | — | | | — | | | 25,000 | | | * |
David Goldfarb(5) | | | — | | | — | | | 25,000 | | | * |
All officers, directors and director nominees as a group (5 individuals) | | | 10,062,500(4) | | | 100.0% | | | 8,750,000 | | | 25.9% |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 100 First Stamford Place, Suite 330, Stamford, Connecticut 06902. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” |
(3) | Our sponsor is the record holder of such shares. Mr. Matthews, our Chairman and Chief Executive Officer, is the managing member of our sponsor. As such, each of the sponsor and Mr. Matthews may be deemed to share beneficial ownership of the |
(4) | Includes up to |
(5) | Our sponsor has determined that it will transfer |
(a) | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
(b) | where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
(c) | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | On or in respect of the shares, debentures or other obligations of the Company; or |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (2018 Revision). |
Underwriter | | | Number of Units |
Cantor Fitzgerald & Co. | | | |
Total | | | 25,000,000 |
Fees | | | Fee per Unit | | | Without Exercise of the Over-allotment Option | | | With Exercise of Over-allotment Option |
Public offering price | | | $10.00 | | | $250,000,000 | | | $287,500,000 |
Underwriting discount(1) | | | $0.20 | | | $5,000,000 | | | $5,000,000 |
Deferred underwriting discount(2) | | | $0.35 | | | $8,750,000 | | | $10,812,500 |
Proceeds before expenses | | | $9.45 | | | $236,250,000 | | | $271,687,500 |
| | Paid by HCM Acquisition Corp | ||||
| | No Exercise | | | Full Exercise | |
Per Unit(1) | | | $0.70 | | | $0.70 |
Total(1) | | | $17,500,000 | | | $20,125,000 |
(1) |
(i) | to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; |
(ii) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or |
(iii) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(i) | to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; |
(ii) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or |
(iii) | in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”), |
| | SEPTEMBER 30, 2021 (Unaudited) | | | FEBRUARY 12, 2021 | |
ASSETS | | | | | ||
Current asset – Cash | | | $143 | | | $25,000 |
Deferred offering costs | | | 255,466 | | | 63,466 |
Total Assets | | | $255,609 | | | $88,466 |
| | | | |||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | ||
Current liabilities | | | | | ||
Accrued offering costs | | | 84,895 | | | 43,466 |
Promissory note – related party | | | 161,500 | | | 25,000 |
Total Liabilities | | | 246,395 | | | 68,466 |
| | | | |||
Commitments | | | | | ||
| | | | |||
Shareholder’s Equity | | | | | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 shares issued and outstanding(1) | | | 1,006 | | | 1,006 |
Additional paid-in capital | | | 23,994 | | | 23,994 |
Accumulated deficit | | | (15,786) | | | (5,000) |
Total Shareholder’s Equity | | | 9,214 | | | 20,000 |
Total Liabilities and Shareholder’s Equity | | | $255,609 | | | $88,466 |
(1) | Includes an aggregate of up to |
| | FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021 (Unaudited) | | | FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH FEBRUARY 12, 2021 | |
Formation costs | | | $15,786 | | | $5,000 |
Net loss | | | $(15,786) | | | $(5,000) |
Weighted average shares outstanding, basic and diluted(1) | | | 8,750,000 | | | 8,750,000 |
Basic and diluted net loss per ordinary share | | | $(0.00) | | | $(0.00) |
(1) | Excludes an aggregate of up to |
| | Class B Ordinary Shares(1) | | | Additional Paid-in Capital | | Accumulated Deficit | | Shareholder’s Equity | | | Class B Ordinary Shares(1) | | | Additional Paid-in Capital | | Accumulated Deficit | | Shareholder’s Equity | |||||||||||
| Shares | | Amount | | | Shares | | Amount | | |||||||||||||||||||||
Balance – February 5, 2021 (inception) | | — | | $— | | $— | | $— | | $— | | — | | $— | | $— | | $— | | $— | ||||||||||
Issuance of Class B ordinary shares to Sponsor(1) | | 7,187,500 | | 719 | | 24,281 | | — | | 25,000 | | 10,062,500 | | 1,006 | | 23,994 | | — | | 25,000 | ||||||||||
Net loss | | — | | — | | — | | (5,000) | | (5,000) | | — | | — | | — | | (5,000) | | (5,000) | ||||||||||
Balance – February 12, 2021 | | 7,187,500 | | $719 | | $24,281 | | $(5,000) | | $20,000 | | 10,062,500 | | 1,006 | | 23,994 | | (5,000) | | 20,000 | ||||||||||
Net loss | | — | | — | | — | | (10,786) | | (10,786) | ||||||||||||||||||||
Balance – September 30, 2021 (Unaudited) | | 10,062,500 | | $1,006 | | $23,994 | | $(15,786) | | $9,214 |
(1) | Includes an aggregate of up to |
| | FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021 (Unaudited) | | | FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH FEBRUARY 12, 2021 | |
Cash Flows from Operating Activities: | | | | | ||
Net loss | | | $15,786 | | | $(5,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Payment of formation costs through issuance of Class B ordinary shares | | | 5,000 | | | 5,000 |
Net cash used in operating activities | | | (10,786) | | | — |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Proceeds from promissory note – related party | | | $161,500 | | | $25,000 |
Payment of offering costs | | | (150,571) | | | — |
Net cash from financing activities | | | 10,929 | | | 25,000 |
| | | | |||
Net Change in Cash | | | 143 | | | 25,000 |
Cash – beginning of the period | | | — | | | — |
Cash – end of the period | | | $143 | | | $25,000 |
| | | | |||
Non-cash investing and financing activities: | | | | | ||
Deferred offering costs included in accrued offering costs | | | $84,895 | | | $43,466 |
Deferred offering costs paid directly by Sponsor in exchange for the issuance of the Class B ordinary shares | | | $20,000 | | | $20,000 |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC expenses | | | $ |
FINRA expenses | | | 43,625 |
Accounting fees and expenses | | | 45,000 |
Printing and engraving expenses | | | 45,000 |
Legal fees and expenses | | | 250,000 |
Stock exchange listing and filing fees | | | 75,000 |
Miscellaneous, including travel and road show expenses | | | |
Total | | | $ |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | The Exhibit Index is incorporated herein by reference. |
(b) | The financial statements and notes thereto beginning on page F-1 are incorporated herein by reference. |
Item 17. | Undertakings. |
(i) | The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
(ii) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(iii) | The undersigned registrant hereby undertakes that: |
1. | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
2. | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement.** | |
| | Memorandum and Articles of Association.** | |
| | Form of Amended and Restated Memorandum and Articles of Association.** | |
| | Specimen Unit Certificate.** | |
| | Specimen Class A Ordinary Share Certificate.** | |
| | Specimen Warrant Certificate.** | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** | |
| | Opinion of King & Spalding LLP.** | |
| | Opinion of Maples and Calder (Cayman) LLP, Cayman Islands legal counsel to the Registrant.** | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.** | |
| | Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.** | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.** | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Underwriter.** | |
| | Form of Indemnity Agreement.** | |
| | Amended and Restated Promissory Note, dated | |
| | Securities Subscription Agreement, dated as of February | |
| | Form of Letter Agreement among the Registrant, the Sponsor and director and executive officer of the Registrant.** | |
| | Form of Administrative Support Agreement between the Registrant and the Sponsor.** | |
| | Consent of Marcum LLP.* | |
| | Consent of King & Spalding LLP (included on Exhibit 5.1).** | |
| | Consent of Maples and Calder (Cayman) LLP (included on Exhibit 5.2).** | |
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement).** | |
| | Consent of James Bond.** | |
| | Consent of Jacob Loveless.** | |
| | Consent of Steven Bischoff.** | |
| | Consent of David Goldfarb.** |
* | Filed herewith |
** |
| | HCM ACQUISITION CORP | |||||||
| | | | | | ||||
| | By: | | | /s/ Shawn Matthews | ||||
| | | | Name: | | | Shawn Matthews | ||
| | | | Title: | | | Chairman and Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Shawn Matthews | | | Chairman and Chief Executive Officer and Director ( | | | |
Shawn Matthews | | |||||
| | | | |||
/s/ James Bond | | | President and Chief Financial Officer ( | | | |
James Bond | |