Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2021, in connection with the IPO, Diane Nelson, Mickie Rosen, Michael Jesselson and Robert Foresman were appointed to the board of directors of the Company (the “Board”). Effective November 9, 2021, Ms. Rosen and Messrs. Jesselson and Foresman were appointed to the Board’s Audit Committee, Messrs. Foresman and Jesselson were appointed to the Board’s Compensation Committee and Ms. Nelson, Ms. Rosen and Mr. Jesselson were appointed to the Board’s Nominating and Corporate Governance Committee with Mr. Jesselson serving as chair of the Audit Committee, Mr. Foresman serving as chair of the Compensation Committee and Ms. Nelson serving as chair of the Nominating and Corporate Governance Committee.
Following the appointment of Ms. Nelson, Ms. Rosen and Messrs. Foresman and Jesselson, the Board is comprised of the following three classes: the term of office of the first class of directors, Class I, consists of Mr. Foresman and Ms. Rosen and will expire at the Company’s first annual meeting of shareholders; the term of office of the second class of directors, Class II, consists of Mr. Jesselson and Ms. Nelson and will expire at the Company’s second annual meeting of shareholders; and the term of office of the third class of directors, Class III, consists of Messrs. Gerhard, Gomberg and Hodgson and will expire at the Company’s third annual meeting of shareholders.
On November 9, 2021, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
Prior to the IPO, on March 23, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, par value $0.0001 per share (the “founder shares”) to the Company for cancellation for no consideration. In March 2021, the Sponsor transferred an aggregate of 230,000 founder shares to certain members of the Board and the Company’s advisory board, resulting in the Sponsor holding 6,957,500 founder shares. On November 9, 2021, the Company effected a share capitalization of 316,250 founder shares, resulting in the Sponsor holding 7,273,750 founder shares. On November 15, 2021, in connection with the partial exercise of the over-allotment option, the Sponsor surrendered 3,750 founder shares to the Company for cancellation for no consideration, resulting in the Sponsor holding 7,270,000 founder shares.
Other than the foregoing, each of Messrs. Nelson, Rosen, Jesselson and Foresman is not party to any arrangement or understanding with any person pursuant to which he was appointed as director, nor is he 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 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On November 9, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (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 $306,000,000, comprised of $297,000,000 of the proceeds from the IPO (which amount includes $10,500,000 of the underwriters’ deferred discount) and $9,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. 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 and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s Amended Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if it does not complete its initial business combination within 15 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 15 months from the closing of the IPO, subject to applicable law.
