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Commitments
2 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS

NOTE 6. COMMITMENTS


Risks and Uncertainties


Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 


Registration Rights


The holders of the Founder Shares, Private Placement Shares, forward purchase shares, and any Private Placement Shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. As further discussed in Note 8, the Company entered into a registration rights agreement as of April 29, 2021 with certain holders of the Company’s shares.


Underwriting Agreement


The Company will grant the underwriters a 45-day option to purchase up to 3,300,000 additional Public Shares to cover over-allotments at the Proposed Public Offering price, less the underwriting discounts and commissions.


The underwriters will be entitled to a cash underwriting discount of $0.20 per Public Share, or $4,400,000 in the aggregate (or $5,060,000 if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Public Share, or $7,700,000 in the aggregate (or $8,855,000 if the underwriters’ over-allotment is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. As further discussed in Note 8, the underwriters were provided with a cash underwriting discount of $5,060,000 paid upon the consummation of the initial public offering, and are entitled to deferred underwriting fees of $8,855,000 upon the closing of the Business Combination.