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CUSIP No. G3137C106 | | 13D | | Page 8 of 15 pages |
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price for the Placement Units (as defined below) was $6,000,000. The aggregate purchase price for the Founder Shares (as defined below) was $25,000. In each case, the source of these funds was the working capital of Sponsor.
Item 4. | Purpose of Transaction |
Founder Shares
In July 2021, Sponsor purchased 7,187,500 founder shares, classified as Class B ordinary shares (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”), for an aggregate purchase price of $25,000. Included in this issuance of Class B Ordinary Shares to the Sponsor was an aggregate of up to 978,750 Class B Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment option in connection with the Issuer’s initial public offering (the “IPO”) is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Issuer’s issued and outstanding shares after the IPO (excluding the shares of Ordinary Shares underlying the Placement Units (defined below)).
In October 2021, the Issuer effected a 1.044 for 1 share dividend for each Founder Share outstanding, resulting in our initial shareholders holding an aggregate of 7,503,750 founder shares. In connection with the partial exercise of the over-allotment option at the closing of the IPO, our Sponsor forfeited 3,750 of the Class B Ordinary Shares, resulting in 7,500,000 Class B Ordinary Shares outstanding, none of which are subject to forfeiture.
The Class B Ordinary Shares will automatically convert into Ordinary Shares at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and are also convertible, at any time prior to a Business Combination, at the option of the holder.
On April 21, 2023, the Sponsor elected to convert on a one-for-one basis the 7,499,999 Class B Ordinary Shares into 7,499,999 Class A Ordinary Shares (the “Founder Conversion”), resulting in the Sponsor continuing to own one (1) Class B Ordinary Share following the Founder Conversion. The 7,499,999 Class A Ordinary Shares issued to the Sponsor in connection with the Founder Conversion together with the one (1) Class B Ordinary Share continued to be owned by the Sponsor (“Founder Shares”) are subject to the same registration rights and restrictions as the Class B Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for the Issuer’s initial public offering.