| | • | | An indemnity agreement, dated December 9, 2021, between the Company and Peter Bordes, a copy of which is attached as exhibit 10.5 hereto and incorporated herein by reference. |
| | • | | An indemnity agreement, dated December 9, 2021, between the Company and Michael E.S. Frankel, a copy of which is attached as exhibit 10.6 hereto and incorporated herein by reference. |
| | • | | An indemnity agreement, dated December 9, 2021, between the Company and Paul Sethi, a copy of which is attached as exhibit 10.7 hereto and incorporated herein by reference. |
| | • | | An indemnity agreement, dated December 9, 2021, between the Company and Jonathan Bond, a copy of which is attached as exhibit 10.8 hereto and incorporated herein by reference. |
| | • | | An indemnity agreement, dated December 9, 2021, between the Company and Ninan Chacko, a copy of which is attached as exhibit 10.9 hereto and incorporated herein by reference. |
| | • | | An indemnity agreement, dated December 9, 2021, between the Company and Elisabeth H. DeMarse, a copy of which is attached as exhibit 10.10 hereto and incorporated herein by reference. |
| | • | | An administrative services agreement, dated December 9, 2021, between the Company and the Sponsor, a copy of which is attached as exhibit 10.11 hereto and incorporated herein by reference. |
| | • | | Securities purchase agreements, by and between the Company and the anchor investors party thereto, a form of which is attached as exhibit 10.12 hereto and incorporated herein by reference. |
| Item 3.02 | Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,725,000 private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $5,725,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that : (1) they will not be redeemable by the Company; (2) they (including the Class A common stock issuable upon exercise of these private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) the holders thereof (including with respect to the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights.
| Item 5.02 | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 9, 2021, in connection with the IPO, Mr. Jonathan Bond, Mr. Nina Chacko and Ms. Elisabeth H. DeMarse were appointed to the board of directors of the Company (the “Board”). Each of Mr. Bond, Mr. Chacko and Ms. DeMarse is an independent director. Effective December 9, 2021, Mr. Bond, Mr. Chacko and Ms. DeMarse were appointed to the Audit Committee of Board, with Ms. DeMarse serving as the chair of the Audit Committee. Effective December 9, 2021, Mr. Bond, Mr. Chacko and Ms. DeMarse were appointed to the Compensation Committee of the Board, with Mr. Bond serving as the chair of the Compensation Committee. Effective December 9, 2021, Mr. Bond, Mr. Chacko and Ms. DeMarse were appointed to the Nominating and Corporate Governance Committee of the Board, with Mr. Chacko serving as the chair of the Nominating Committee.
On December 9, 2021, in connection with their appointments to the Board, each of Mr. Bond, Mr. Chacko and Ms. DeMarse entered into the Letter Agreement as well as an indemnity agreement with the Company. In addition, on March 22, 2021, the Sponsor transferred 25,000 shares of Class B common stock, par value $0.0001 (the “Class B Common Stock”), of the Company to each of Mr. Bond, Mr. Chacko and Ms. DeMarse.
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