Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 7,133,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $0.75 per Private Placement Warrant, generating gross proceeds to the Company of $5,350,000. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2021 and in connection with the IPO, Kevin K. Albert, Mark A. Pelson, Seth Farbman, Harry DeMott, Vikas Desai, Merrick Friedman, and Timothy J. Seymour (the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Effective October 14, 2021, Kevin K. Albert, Harry DeMott, and Timothy J. Seymour were appointed to the Board’s audit committee, with Mr. DeMott serving as chair. Effective October 14, 2021, Kevin K Albert and Mark A. Pelson were appointed to the Board’s compensation committee, with Mr. Albert serving as chair.
Following the appointment of the Directors, the Board is comprised of the following three classes: the term of office of the first class of directors, Class I, consists of Timothy Seymour and Harry DeMott and will expire at the Company’s first annual meeting of stockholders; the term of office of the second class of directors, Class II, consists of Kevin K. Albert, Seth Farbman and Mark K. Peson and will expire at the Company’s second annual meeting of stockholders; and the term of office of the third class of directors, Class III, consists of Merrick Friedman and Vikas Desai and will expire at the Company’s third annual meeting of stockholders.
On October 14, 2021, in connection with their appointments to the Board, each Director entered into the Letter Agreement as well as the Indemnity Agreement with the Company.
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 the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of Indemnity Agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On October 14, 2021 and in connection with the IPO, the stockholders of the Company approved and adopted the Company’s Second Amended and Restated Certificate of Incorporation (the “A&R COI”). The terms of the A&R COI are set forth in the Registration Statement and are incorporated herein by reference. A copy of the A&R COI is attached as Exhibit 3.1 hereto and incorporated herein by reference. On October 19, 2021, the Company approved and filed a Certificate of Correction to correct a clerical error in the A&R COI. A copy of the Certificate of Correction is attached as Exhibit 3.2 hereto and incorporated herein by reference.
