| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 12, 2021, Lazard Growth Acquisition Corp. I (the “Company”) consummated its initial public offering (the “IPO”) of 57,500,000 units (the “Units”), including 7,500,000 Units sold upon exercise in full of the underwriter’s over-allotment option. Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant (the “Public Warrants”), with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $575,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-252408) for the IPO, originally filed with the U.S. Securities and Exchange Commission on January 25, 2021 (as amended, the “Registration Statement”):
| | • | an Underwriting Agreement, dated February 9, 2021, between the Company and Goldman Sachs & Co. LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| | • | a Private Placement Warrants Purchase Agreement, dated February 9, 2021, between the Company and LGACo 1 LLC, a Delaware series limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference; |
| | • | a Warrant Agreement, dated February 9, 2021 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference; |
| | • | an Investment Management Trust Agreement, dated February 9, 2021 (the “Investment Management Trust Agreement”), between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference; |
| | • | a Registration and Shareholder Rights Agreement, dated February 9, 2021, among the Company, the Sponsor and certain other equity holders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference; |
| | • | a Letter Agreement, dated February 9, 2021, among the Company, the Sponsor and each officer and director of the Company, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; and |
| | • | an Administrative Support Agreement, dated February 9, 2021, between the Company and Lazard Group LLC, a Delaware limited liability company and an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| Item 3.02. | Unregistered Sales of Equity Securities. |
Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the sale of 9,000,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating total proceeds of $13,500,000 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by, the Warrant Agreement, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
