Cayman Islands | | | 6770 | | | 98-1583469 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
David Ni, Esq. | | | ||||
Jon W. Daly, Esq. | | | ||||
Sidley Austin LLP | | | Sidley Austin LLP | | | 599 Lexington |
787 Seventh Avenue | | | 1000 Louisiana St. | | | New York, New York 10022 |
New York, New York 10019 | | | Houston, Texas 77002 | | | Tel: (212) 848-4000 |
Tel: (212) 839-5900 | | | Tel: (713) 495-4500 | | |
Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ |
| | | | | | Emerging growth company ☒ |
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant(2) | | | 28,750,000 Units | | | $10.00 | | | $287,500,000 | | | $31,367 | | | 28,750,000 Units | | | $10.00 | | | $287,500,000 | | | $31,367 |
Class A ordinary shares included as part of the units(3) | | | 28,750,000 Shares | | | — | | | — | | | — | | | 28,750,000 Shares | | | — | | | — | | | — |
Redeemable warrants included as part of the units(3) | | | 9,583,333 Warrants | | | — | | | — | | | — | | | 9,583,333 Warrants | | | — | | | — | | | — |
Total | | | | | | | $287,500,000 | | | $31,367 | | | | | | | $287,500,000 | | | $31,367(5) |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. |
(2) | Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,250,000 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 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits or sub-divisions, share dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g) under the Securities Act. |
(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 | | $0.55 | | $13,750,000 | | $0.55 | | $13,750,000 | ||||
Proceeds, before expenses, to us | | $9.45 | | $236,250,000 | | $9.45 | | $236,250,000 |
(1) | $3,000,000 in the aggregate (or $3,750,000 if the underwriter’s option to purchase additional units is exercised in full), is payable upon the closing of this offering. Includes $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) payable to the underwriter for deferred underwriting commissions and up to an additional $2,000,000 in the aggregate that may be payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination, in each case, to be placed in a trust account located in the United States as described in this prospectus and released to the underwriter only upon the completion of an initial business combination. See also “Underwriting” for a description of underwriting compensation payable to the underwriter. |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
• | Early Years: 4% |
• | K-12: 11-12% |
• | Higher Education: 16-17% |
• | B2C (Tutoring): 25-32% |
• | Training: 16-18% |
• | one Class A ordinary share; and |
• | one-third of one redeemable warrant. |
(1) | Assumes no exercise of the underwriter’s option to purchase additional units and 937,500 founder shares are surrendered to us by our sponsor for no consideration. |
(2) | Includes up to 937,500 founder shares that will be surrendered to us by our sponsor for no consideration depending on the extent to which the underwriter’s option to purchase additional units is exercised. Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
(3) | Includes 25,000,000 public shares and 6,250,000 founder shares. |
• | 30 days after the completion of our initial business combination; and |
• | 12 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 to each warrant holder, 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 any 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. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “Fair Market |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public 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 the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within any 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 is less than $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”), then the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
• | prior to our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion of our initial business combination and holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason; |
• | the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, directors and officers have entered into with us, as described in more detail below; |
• | pursuant to such letter agreement, our initial shareholders, directors and officers have agreed to (i) waive their redemption rights with respect to their founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, the anchor investor, our initial shareholders, directors and officers have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, we would not need any additional shares to be voted in favor of a transaction, in order to have such initial business combination approved; |
• | the founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights”; 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 $1,000,000 in working capital after the payment of approximately $1,400,000 in expenses relating to this offering; and |
• | 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, or invest in, us, and provided any such loans will not have any |
• | 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 |
• | 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 any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and |
• | repayment of 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 $1.50 per warrant at the option of the lender. The warrants would be |
| | March 19, 2021 | | | March 19, 2021 | |||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | |||
Balance Sheet Data: | | | | | ||||||||
Working capital (deficiency)(1) | | $(190,080) | | $240,264,784 | | $(190,080) | | $226,078,251 | ||||
Total assets(2) | | $204,864 | | $251,014,784 | | $204,864 | | $251,014,784 | ||||
Total liabilities(3) | | $190,080 | | $10,750,000 | | $190,080 | | $24,936,533 | ||||
Value of ordinary share subject to possible conversion/tender(4) | | $— | | $235,264,783 | | $— | | $221,078,250 | ||||
Stockholders’ equity(5) | | $14,784 | | $5,000,001 | ||||||||
Shareholders’ equity(5) | | $14,784 | | $5,000,001 |
(1) | The “as adjusted” calculation includes $250,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,000,000 of cash held outside the trust account, less $10,750,000 of deferred underwriting commissions and $14,186,533 of warrant liability (assuming full payment of $8,750,000 of firm deferred underwriting commissions and an additional $2,000,000 of discretionary deferred underwriting commissions), plus $14,784 of actual shareholder’s equity at March 19, 2021. |
(2) | The “as adjusted” calculation includes $250,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,000,000 of cash held outside the trust account, plus $14,784 of actual shareholder’s equity at March 19, 2021. |
(3) | The “as adjusted” calculation includes $8,750,000 of deferred underwriting commissions and $14,186,533 of warrant liability, assuming the over-allotment option is not exercised and the full payment of $2,000,000 in discretionary deferred underwriting commissions to the underwriter. |
(4) | The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the “as adjusted” shareholder’s equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001 either immediately prior to or upon consummation of our initial business combination. |
(5) | Excludes |
(i) | we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share; |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions); and |
(iii) | the Market Value is below $9.20 per share, |
| | Without Option to Purchase Additional Units | | | Option to Purchase Additional Units Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $250,000,000 | | | $287,500,000 |
Gross proceeds from private placement warrants offered in the private Placement | | | 5,400,000 | | | 6,150,000 |
Total gross proceeds | | | $255,400,000 | | | $293,650,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (excluding deferred portion)(3) | | | $3,000,000 | | | $3,750,000 |
Legal fees and expenses | | | 300,000 | | | 300,000 |
Printing and engraving expenses | | | 35,000 | | | 35,000 |
Accounting fees and expenses | | | 40,000 | | | 40,000 |
SEC expenses | | | 31,367 | | | 31,367 |
FINRA expenses | | | 43,625 | | | 43,625 |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Director & Officer liability insurance premiums | | | 650,000 | | | 650,000 |
Miscellaneous | | | 215,008 | | | 215,008 |
Total estimated offering expenses (excluding underwriting commissions) | | | $1,400,000 | | | $1,400,000 |
Proceeds after estimated offering expenses | | | $251,000,000 | | | $288,500,000 |
Held in trust account(3) | | | 250,000,000 | | | 287,500,000 |
Percentage of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $1,000,000 | | | $1,000,000 |
| | Amount | | | Percentage of Total | |
Legal, accounting, due diligence, travel, consulting and other expenses in connection with a search for and consummation of any business combination(6) | | | $400,000 | | | 40.0% |
Legal and accounting fees related to regulatory reporting obligations | | | 100,000 | | | 10.0% |
NYSE continued listing fees | | | 125,000 | | | 12.5% |
Working capital to cover miscellaneous expenses | | | 375,000 | | | 37.5% |
Total | | | $1,000,000 | | | 100.0% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | In addition, a portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,400,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. If offering expenses are greater than set forth in this table, such excess will reduce amounts available post-closing for working capital expenses. |
(3) | The underwriter has agreed to defer certain portion of the underwriting commissions. Upon and concurrently with the completion of our initial business combination, up to $8,750,000 which constitutes the firm deferred underwriting commissions (or $10,062,500 if the underwriter’s option to purchase additional units is exercised in full) and up to an additional $2,000,000 of discretionary deferred underwriting commissions payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination, will be paid, in each case, to the underwriter from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriter will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. |
(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 |
(5) | Assumes no exercise of the underwriter’s option to purchase additional units. |
(6) | 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 | | $(0.03) | | | $(0.03) | | | $(0.03) | | | $(0.03) | | ||||||||||||
Increase attributable to public shareholders | | $0.68 | | | $0.60 | | | $0.58 | | | $0.51 | | ||||||||||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | 0.65 | | | 0.57 | | | 0.55 | | | 0.48 | ||||||||||||
Dilution to public shareholders | | | $9.35 | | | $9.43 | | | $9.45 | | | $9.52 | ||||||||||||
Percentage of dilution to public shareholders | | 93.5% | | | 94.3% | | | 94.5% | | | 95.2% | |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B ordinary shares(1) | | | 6,250,000 | | | 20.0% | | | $25,000 | | | 0.1% | | | $0.004 |
Public Shareholders | | | 25,000,000 | | | 80.00% | | | 250,000,000 | | | 99.99% | | | $10.00 |
| | 31,250,000 | | | 100.0% | | | $250,025,000 | | | 100.0% | | |
(1) | Assumes no exercise of the underwriter’s option to purchase additional units and the corresponding forfeiture of 937,500 Class B ordinary shares held by our sponsor. |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | |||
Numerator: | | | | | ||||||||
Net tangible book deficit before this offering | | $(190,080) | | $(190,080) | | $(190,080) | | $(190,080) | ||||
Net proceeds from this offering and sale of the private placement warrants(1) | | 251,000,000 | | 288,500,000 | | 251,000,000 | | 288,500,000 | ||||
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value before this offering | | 204,864 | | 204,864 | | 204,864 | | 204,864 | ||||
Less: Warrant liability | | (14,186,533) | | (16,265,033) | ||||||||
Less: Deferred underwriting commissions(3) | | (10,750,000) | | (12,062,500) | | (10,750,000) | | (12,062,500) | ||||
Less: Proceeds held in trust subject to redemption(2) | | (235,264,783) | | (271,452,283) | | (221,078,250) | | (255,187,250) | ||||
| $5,000,001 | | $5,000,001 | | $5,000,001 | | $5,000,001 | |||||
Denominator: | | | | | ||||||||
Class B ordinary shares issued and outstanding prior to this offering | | 7,187,500 | | 7,187,500 | | 7,187,500 | | 7,187,500 | ||||
Class B ordinary shares forfeited if over-allotment is not exercised | | (937,500) | | — | | (937,500) | | — | ||||
Class A ordinary shares included in the units offered | | 25,000,000 | | 28,750,000 | | 25,000,000 | | 28,750,000 | ||||
Less: Class A ordinary shares subject to redemption | | (23,526,478) | | (27,145,228) | | (22,107,825) | | (25,518,725) | ||||
| 7,723,522 | | 8,792,272) | | 9,142,175 | | 10,418,775 |
(1) | Expenses applied against gross proceeds include offering expenses of $1,400,000 and underwriting commissions of $13,750,000 (if the underwriter’s option to purchase additional units is not exercised) or $15,812,500 (if the underwriter’s option to purchase additional units is exercised) (in all cases excluding deferred underwriting commissions). See “Use of Proceeds.” |
(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 affiliates may purchase public shares or public 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 — Permitted Purchases and Other Transactions with Respect to Our Securities.” |
(3) | Assuming full payment of (a) $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) payable to the underwriter for firm deferred underwriting commissions and (b) an additional $2,000,000 of discretionary deferred underwriting commissions payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination. |
| | March 19, 2021 | | | March 19, 2021 | |||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | |||
Deferred underwriting commissions(2) | | $— | | $10,750,000 | | $— | | $10,750,000 | ||||
Notes payable to related party(3) | | — | | — | | — | | — | ||||
Warrant Liability(3) | | — | | 14,186,533 | ||||||||
Class A ordinary shares, subject to redemption | | — | | 235,264,783 | | — | | 221,078,250 | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding (actual and as adjusted) | | — | | — | | — | | — | ||||
Ordinary shares, $0.0001 par value, 220,000,000 shares authorized (actual and adjusted) | | | | | ||||||||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; no shares issued or outstanding (actual); 1,473,522 shares outstanding (excluding 23,526,478 shares subject to redemption (as adjusted)(4) | | — | | 147 | ||||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 7,187,500 and 6,250,000 shares issued and outstanding, actual and as adjusted, respectively | | 719 | | 625 | ||||||||
Additional paid-in capital | | 24,281 | | 5,009,445 | ||||||||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; no shares issued or outstanding (actual); 2,892,175 shares outstanding (excluding 22,107,825 shares subject to redemption (as adjusted)(4) | | — | | 289 | ||||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 7,187,500 and 6,250,000 shares issued and outstanding, actual and as adjusted, respectively(5) | | 719 | | 625 | ||||||||
Additional paid-in capital(6) | | 24,281 | | 5,586,296 | ||||||||
Accumulated deficit | | (10,216) | | (10,216) | | (10,216) | | (587,209) | ||||
Total shareholders’ equity | | $14,784 | | $5,000,001 | | $14,784 | | $5,000,001 | ||||
Total capitalization | | $14,784 | | $251,014,784 | | $14,784 | | $251,014,784 |
(1) | Assumes no exercise of the underwriter’s option to purchase additional units and the corresponding forfeiture of 937,500 Class B ordinary shares held by our sponsor. |
(2) | Assuming full payment of (a) $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) payable to the underwriter for firm deferred underwriting commissions and (b) an additional $2,000,000 of discretionary deferred underwriting commissions payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination. |
(3) |
(4) | Upon the completion of 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 (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. |
(5) | Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted share amount assumes no exercise of the underwriters’ over-allotment option. |
(6) | The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total shareholder’s equity of $5,000,001, minus ordinary shares (par value) of $914, minus the accumulated deficit of $587,209 |
• | Early Years: 4% |
• | K-12: 11-12% |
• | Higher Education: 16-17% |
• | B2C (Tutoring): 25-32% |
• | Training: 16-18% |
| | Redemptions in Connection With Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemptions If We Fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash 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 (which is initially anticipated to be $10.00 per share), including interest (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then issued and outstanding public shares. |
| | Redemptions in Connection With Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemptions 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 | | | $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with U.S. Bank National Association acting as trustee. | | | At least $212,625,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. |
| | | | |||
Investment of net proceeds | | | $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust 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. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
| | | | |||
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 income 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 | | | 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. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | ||
| | | | |||
Limitation on fair value or net assets of target business | | | We must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
| | | | |||
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 (or, if such day is not a business day, on the next succeeding business day) unless Evercore Group L.L.C. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued 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 option to purchase additional units 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 option to purchase additional units. The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | 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 | |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 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. |
| | | | |||
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 (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, upon the completion of 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 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 receive an ordinary resolution under Cayman Islands law, which | | | 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 45 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 | |
| | | | |||
| | | | |||
Business combination deadline | | | If we do not complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then issued and 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 in all cases subject to the other requirements of applicable law | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement funds held in the trust or escrow account are returned to investors. |
| | | | |||
Release of funds | | | Except for the withdrawal of interest 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 do not complete our initial business | | | 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. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | |||
| | | | |||
Tendering share certificates in connection with a tender offer or redemption rights | | | In connection with any vote held to approve a proposed business combination, public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case no later than two business days prior to the initially scheduled vote on the proposal to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public shareholder | | | Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | |||
| | | | |||
Limitation on redemption rights of shareholders holding more than 15% of the shares of Class A ordinary shares that are part of the units sold in this offering if we hold a shareholder vote | | | 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 amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. | | | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. |
Name | | | Age | | | Position |
Robert Hutter | | | 49 | | | Chief Executive Officer and Director |
Adam Fisher | | | 49 | | | President and Director |
Greg Mauro | | | 41 | | | Chief Operating Officer |
Alan Howard | | | 57 | | | Director Nominee |
Ellen Levy | | | 52 | | | Director Nominee |
Peter Relan | | | 58 | | | Director Nominee |
Daniel H. Stern | | | 60 | | | Director Nominee |
Anuranjita Tewary | | | 45 | | | Director Nominee |
*As of May 13, 2021 | | | | | ||
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Robert Hutter | | | Learn Capital | | | Venture Capital | | | Managing Partner |
| | | | | | ||||
Adam Fisher | | | CWAM | | | Asset Management | | | Founder and Chief Investment Officer |
| | | | | | ||||
Greg Mauro | | | Learn Capital | | | Venture Capital | | | Managing Partner |
| | Revolution Community Ventures | | | Venture Capital | | | Managing Partner | |
| | | | | | ||||
Alan Howard | | | Brevan Howard Asset Management LLP | | | Asset Management | | | Founder Partner and Senior Trader |
| | Brevan Howard Investment Products Limited | | | Asset Management | | | Senior Trader | |
| | | | | | ||||
Ellen Levy | | | Silicon Valley Connect, LLC | | | Management Consulting | | | Managing Director |
| | Walker & Dunlop | | | Real Estate Finance | | | Director | |
| | CAIS | | | Alternative Investments | | | Director | |
| | Rallypoint | | | Military/Veteran Social Network | | | Director | |
| | | | | | ||||
Peter Relan | | | GotIt! Inc. | | | Technology | | | Co-Founder and Chief Executive Officer |
| | | | | | ||||
Daniel H. Stern | | | Reservoir Capital Group | | | Private Investments | | | Co-Chief Executive Officer |
Name and Address of Beneficial Owner(1) | | | Number of Shares Owned(2) | | Approximate Percentage of Issued and Outstanding Ordinary Shares | | | Number of Shares Owned(2) | | Approximate Percentage of Issued and Outstanding Ordinary Shares | ||||||||||||||
| Before Offering | | After Offering | | Before Offering | | After Offering | | Before Offering | | After Offering | | Before Offering | | After Offering | |||||||||
CWAM LC Sponsor LLC(3) | | 7,187,500 | | 6,250,000 | | 98.7% | | 19.8% | | 7,067,500 | | 6,130,000 | | 98.3% | | 19.6% | ||||||||
Robert Hutter | | | | | | 7,067,500 | | 6,130,000 | | 98.3% | | 19.6% | ||||||||||||
Adam Fisher | | 7,187,500 | | 6,250,000 | | 98.7% | | 19.8% | | 7,067,500 | | 6,130,000 | | 98.3% | | 19.6% | ||||||||
Greg Mauro | | | | | | — | | — | | — | | — | ||||||||||||
Alan Howard | | | | | | — | | — | | — | | — | ||||||||||||
Ellen Levy | | 30,000 | | 30,000 | | * | | * | ||||||||||||||||
Peter Relan | | 30,000 | | 30,000 | | * | | * | ||||||||||||||||
Daniel H. Stern | | | | * | | * | | 30,000 | | 30,000 | | * | | * | ||||||||||
| | | * | | * | |||||||||||||||||||
| | | * | | * | |||||||||||||||||||
All officers, directors and director nominees as a group (seven individuals) | | 7,187,500 | | 6,250,000 | | 100.0% | | 20.0% | ||||||||||||||||
Anuranjita Tewary | | 30,000 | | 30,000 | | * | | * | ||||||||||||||||
All officers, directors and director nominees as a group (eight individuals) | | 7,187,500 | | 6,250,000 | | 100.0% | | 20.0% |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described in the section entitled “Description of Securities.” |
(3) |
| | Fair Market Value of Class A Ordinary Shares | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(i) | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
(ii) | 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 |
(iii) | 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 Law (2018 Revision). |
Underwriter | | | Number of Units |
Evercore Group L.L.C. | | | 25,000,000 |
Total | | | 25,000,000 |
| | Paid by us | ||||
| | No Exercise | | | Full Exercise | |
Per Unit(1) | | | $0.55 | | | $0.55 |
Total(1) | | | $13,750,000 | | | $15,812,500 |
(1) | $3,000,000 in the aggregate (or $3,750,000 in the aggregate if the option to purchase additional units is exercised in full), is payable upon the closing of this offering. $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the option to purchase additional units is exercised in full) payable to the underwriter for deferred underwriting commissions and up to an additional $2,000,000 in the aggregate that may be payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination, in each case, will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on and concurrently with completion of an initial business combination. |
(a) | to legal entities which are qualified investors as defined in the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) subject to obtaining the prior consent of the representatives for any such offer; or |
(c) | in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 1(4) of the Prospectus Regulation, |
(a) | to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the representatives for any such offer; or |
(c) | at any time in any other circumstances falling within section 86 of the FSMA, |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in circumstances in which section 21(1) of FSMA does not apply to the company; and |
(b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
ASSETS | | | |
Deferred offering costs | | | $204,864 |
Total assets | | | $204,864 |
| | ||
LIABILITIES AND | | | |
| | ||
Current Liabilities | | | |
Accrued expenses | | | $190,080 |
Total current liabilities | | | 190,080 |
| | ||
Commitments | | | |
| | ||
| | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding(1) | | | 719 |
Additional paid in capital | | | 24,281 |
Accumulated deficit | | | (10,216) |
Total | | | 14,784 |
Total liabilities and | | | $204,864 |
(1) | Includes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the |
Formation costs and other operating expenses | | | $10,216 |
Net loss | | | $(10,216) |
Weighted average shares outstanding, basic and diluted(1) | | | 6,250,000 |
Basic and diluted net loss per common share | | | $— |
(1) | Excludes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the |
| | Class B Common Stock | | | Additional Paid in Capital | | Accumulated Deficit | | Total Stockholder’s Equity | | | Class B Common Share | | | Additional Paid in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | |||||||||||
| | Shares | | Amount | | | | Shares | | Amount | | |||||||||||||||||||
Balance – February 2, 2021 (date of inception) | | — | | $— | | $— | | $— | | $— | | — | | $— | | $— | | $— | | $— | ||||||||||
Issuance of Class B ordinary shares to sponsors(1) | | 7,187,500 | | 719 | | 24,281 | | — | | 25,000 | | 7,187,500 | | 719 | | 24,281 | | — | | 25,000 | ||||||||||
Net loss | | — | | — | | — | | (10,216) | | (10,216) | | — | | — | | — | | (10,216) | | (10,216) | ||||||||||
Balance – March 19, 2021 | | 7,187,500 | | $719 | | $24,281 | | $(10,216) | | $14,784 | | 7,187,500 | | $719 | | $24,281 | | $(10,216) | | $14,784 |
(1) | Includes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the |
Cash flow from operating activities: | | | |
Net loss | | | $(10,216) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Changes in operating assets and liabilities: | | | |
Accrued expenses | | | 10,216 |
Net cash used in operating activities | | | — |
Net change in cash | | | — |
Cash at the beginning of the period | | | — |
Cash at the end of the period | | | $— |
| | ||
Supplemental disclosure of non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued expenses | | | $179,864 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | | $25,000 |
ASSETS | | | |
Deferred offering costs | | | $204,864 |
Total assets | | | $204,864 |
| | ||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | |
| | ||
Current Liabilities | | | |
Accrued expenses | | | $190,080 |
Total current liabilities | | | 190,080 |
| | ||
Commitments | | | |
| | ||
Shareholder’s Equity | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding(1) | | | 719 |
Additional paid in capital | | | 24,281 |
Accumulated deficit | | | (10,216) |
Total shareholder’s equity | | | 14,784 |
Total liabilities and shareholder’s equity | | | $204,864 |
(1) | Includes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 7). |
Formation costs and other operating expenses | | | $10,216 |
Net loss | | | $(10,216) |
Weighted average shares outstanding, basic and diluted(1) | | | 6,250,000 |
Basic and diluted net loss per common share | | | $— |
(1) | Excludes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 7). |
| | Class B Common Share | | | Additional Paid in Capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance – February 2, 2021 (date of inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to sponsors(1) | | | 7,187,500 | | | 719 | | | 24,281 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (10,216) | | | (10,216) |
Balance – March 19, 2021 | | | 7,187,500 | | | $719 | | | $24,281 | | | $(10,216) | | | $14,784 |
(1) | Includes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 7). |
Cash flow from operating activities: | | | |
Net loss | | | $(10,216) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Changes in operating assets and liabilities: | | | |
Accrued expenses | | | 10,216 |
Net cash used in operating activities | | | — |
Net change in cash | | | — |
Cash at the beginning of the period | | | — |
Cash at the end of the period | | | $— |
| | ||
Supplemental disclosure of non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued expenses | | | $179,864 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | | $25,000 |
ASSETS | | | |
Deferred offering costs | | | $204,864 |
Total assets | | | $204,864 |
| | ||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | |
| | ||
Current Liabilities | | | |
Accrued expenses | | | $190,080 |
Total current liabilities | | | 190,080 |
| | ||
Commitments | | | |
| | ||
Shareholder’s Equity | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding(1) | | | 719 |
Additional paid in capital | | | 24,281 |
Accumulated deficit | | | (10,216) |
Total shareholder’s equity | | | 14,784 |
Total liabilities and shareholder’s equity | | | $204,864 |
(1) | Includes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 7). |
Formation costs and other operating expenses | | | $10,216 |
Net loss | | | $(10,216) |
Weighted average shares outstanding, basic and diluted(1) | | | 6,250,000 |
Basic and diluted net loss per common share | | | $— |
(1) | Excludes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 7). |
| | Class B Common Share | | | Additional Paid in Capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance – February 2, 2021 (date of inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to sponsors(1) | | | 7,187,500 | | | 719 | | | 24,281 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (10,216) | | | (10,216) |
Balance – March 19, 2021 | | | 7,187,500 | | | $719 | | | $24,281 | | | $(10,216) | | | $14,784 |
(1) | Includes an aggregate of up to 937,500 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 7). |
Cash flow from operating activities: | | | |
Net loss | | | $(10,216) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Changes in operating assets and liabilities: | | | |
Accrued expenses | | | 10,216 |
Net cash used in operating activities | | | — |
Net change in cash | | | — |
Cash at the beginning of the period | | | — |
Cash at the end of the period | | | $— |
| | ||
Supplemental disclosure of non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued expenses | | | $179,864 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | | $25,000 |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC expenses | | | $31,367 |
FINRA expenses | | | 43,625 |
Accounting fees and expenses | | | 40,000 |
Printing and engraving expenses | | | 35,000 |
NYSE listing and filing fees | | | 85,000 |
Legal fees and expenses | | | 300,000 |
Director & Officer liability insurance premium | | | 650,000 |
Miscellaneous | | | 215,008 |
Total | | | $1,400,000 |
Item 14. | Indemnification of Directors and officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. The list of exhibits preceding the signature page of this registration statement is incorporated herein by reference. |
Exhibit | | | Description |
| | Form of Underwriting Agreement | |
| | Memorandum and Articles of Association | |
| | Form of Amended and Restated Memorandum and Articles of Association | |
| | Specimen Unit Certificate | |
| | Specimen Ordinary Share Certificate | |
| | Specimen Warrant Certificate (included in Exhibit 4.4) | |
| | Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant | |
| | Opinion of Maples and Calder (Cayman) LLP | |
| | Opinion of Sidley Austin LLP | |
| | Form of Letter Agreement among the Registrant and its officers, directors, director nominees and the Sponsor | |
| | Promissory Note, dated February 18, 2021, issued to the Registrant | |
| | Form of Investment Management Trust Agreement between U.S. Bank National Association and the Registrant | |
| | Form of Registration Rights Agreement among the Registrant and certain security holders | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor | |
| | Form of Indemnity Agreement | |
| | Securities Subscription Agreement, dated as of February 18, 2021, between the Registrant and the Sponsor | |
| | Form of Letter Agreement among the Registrant and the anchor investor | |
| | Form of Code of Ethics | |
| | Consent of Marcum LLP | |
| | Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1) | |
| | Consent of Sidley Austin LLP (included in Exhibit 5.2) | |
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement) | |
| | Form of Audit Committee Charter | |
| | Consent of Daniel H. Stern | |
| | Consent of Alan Howard | |
| | Consent of Ellen Levy | |
| | Consent of Peter Relan | |
| | Consent of Anuranjita Tewary |
* | Filed herewith |
** | Previously filed |
*** | To be filed by amendment |
Item 17. | Undertakings. |
(a) | 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. |
(b) | 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 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, |
(c) | 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. |
| | Learn CW Investment Corporation | | | |||||
| | | | | | ||||
| | By: | | | /s/ Robert Hutter | | | ||
| | | | Robert Hutter Chief Executive Officer | | |
Name | | | Position | | | Date |
/s/ Robert Hutter | | | Chief Executive Officer and Director (Principal Executive, Financial and Accounting Officer) | | | |
Robert Hutter | | |||||
| | | | |||
/s/ Adam Fisher | | | President and Director | | | |
Adam Fisher | |