Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2022, in connection with the IPO, Mr. Z. Brown, Mr. Keyes, Ms. Lee, Mr. Putnam and Mr. Romanelli were appointed to the board of directors of the Company (the “Board”). Each of Mr. Z. Brown, Mr. Keyes, Ms. Lee, Mr. Putnam and Mr. Romanelli is an independent director. Effective January 12, 2022, Ms. Lee, Mr. Romanelli and Mr. Putnam were appointed to the Audit Committee of the Board, with Ms. Lee serving as the chair of the Audit Committee. Effective January 12, 2022, Mr. Putnam, Mr. Z. Brown and Mr. Keyes were appointed to the Compensation Committee of the Board, with Mr. Putnam serving as the chair of the Compensation Committee. Effective January 12, 2022, Mr. Keyes, Mr. Romanelli and Mr. Z. Brown were appointed to the Nominating Committee of the Board, with Mr. Keyes serving as the chair of the Nominating Committee.
Following the appointment of Mr. Z. Brown, Mr. Keyes, Ms. Lee, Mr. Putnam and Mr. Romanelli, the Board is comprised of the following three classes: (i) the term of office of the first class of directors, consisting of Mr. Z. Brown and Mr. Sandbrook, will expire at the Company’s first annual meeting of shareholders; (ii) the term of office of the second class of directors, consisting of Ms. Lee, Mr. Putnam and Mr. Andretti, will expire at the Company’s second annual meeting of shareholders; and (iii) the term of office of the third class of directors, consisting of Mr. Keyes and Mr. Romanelli, will expire at the Company’s third annual meeting of shareholders.
On January 12, 2022, in connection with their appointments to the Board, each of Mr. Z. Brown, Mr. Keyes, Ms. Lee, Mr. Putnam and Mr. Romanelli entered into the Letter Agreement as well as an indemnity agreement with the Company. In addition, on March 2, 2021, the Sponsor transferred 30,000 Class B ordinary shares, par value $0.0001, of the Company (the “Founder Shares”) to Ms. Lee and 25,000 Founder Shares to each of Mr. Z. Brown, Mr. Keyes, Mr. Putnam and Mr. Romanelli.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and indemnity agreements do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the indemnity agreements, copies of which are attached as Exhibit 10.5 and 10.7 through 10.14 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 12, 2022, in connection with the IPO, the Company adopted the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), effective the same date, which both amends and restates the provisions of the memorandum and articles of association of the Company. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
A total of $235,750,000, which amount includes $8,050,000 of the underwriters’ deferred discount, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Placement Warrants held in the trust account will not be released from the trust account (1) to the Company, until the completion of the Company’s initial business combination or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the Company’s initial business combination, and then only in connection with the Class A Ordinary Shares that the Company’s public shareholders properly elected to redeem, subject to the limitations described in the Registration Statement, (b) the redemption of the public Class A Ordinary Shares properly tendered in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A Ordinary Shares the right to have their the Class A Ordinary Shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the public Class A Ordinary Shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO, which can be extended at the Sponsor’s option by up to 6 months or pursuant to an amendment to the Amended and Restated Memorandum and Articles of Association (the “Completion Window”) or (B) with respect to any other provision relating to the rights of holders of the Class A Ordinary Shares, and (c) the redemption of the public Class A Ordinary Shares if the Company has not consummated its business combination within the Completion Window, subject to applicable law.
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