| | • | | a Private Placement Warrants Purchase Agreement, dated April 28, 2021, between the Company and the Sponsor, pursuant to which the Sponsor purchased 5,733,333 Private Warrants. |
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.
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 Private Placement of 5,733,333 Private Warrants to the Sponsor at a price of $1.50 per Private Warrant, generating aggregate gross proceeds of $8,600,000. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, are exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Warrants are identical to the Warrants sold in the IPO, subject to certain limited exceptions, including that the Sponsor has agreed not to transfer, assign or sell any of the Private Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 3, 2021, in connection with the IPO, Darrell Cavens, Joseph Zwillinger, Michael Smith and Mary Alice Taylor (the “New Directors” and, together with Mark Vadon, Paul Ferris and Lauren Neiswender, collectively, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective May 3, 2021, each of Mary Alice Taylor, Joseph Zwillinger and Michael Smith was also appointed to the Board’s Audit Committee, with Mary Alice Taylor serving as its chair and each of Mary Alice Taylor, Joseph Zwillinger and Michael Smith was appointed to the Board’s Compensation Committee, with Mary Alice Taylor serving as its chair.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws.
On May 3, 2021, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $300,000,000 of the proceeds from the IPO was placed in a trust account, with 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 franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of the Company’s public shares if the Company is unable to consummate its initial business combination within 24 months from the closing of the IPO, subject to applicable law; and (3) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to provide redemption rights as described in the prospectus relating to the IPO or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity.
