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Subsequent Events
2 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 8. SUBSEQUENT EVENTS


On April 6, 2021, the Company effected a share capitalization of 862,500 shares, which resulted in 7,187,500 founder shares issued and outstanding as of the date thereof. On April 29, 2021, our sponsor surrendered 862,500 founder shares and, as a result, there are 6,325,500 Founder Shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization.


The registration statement for the Company’s Initial Public Offering was declared effective on April 29, 2021. On May 4, 2021, the Company consummated the Initial Public Offering of 25,300,000 Class A ordinary shares (the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $253,000,000 which is described.


 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 756,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to ION Holdings 3, LP (the “Sponsor”), generating gross proceeds of $7,560,000, which is described in Note 4.


Transaction costs amounted to $14,457,724, consisting of $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $542,724 of other offering costs.


Following the closing of the Initial Public Offering on May 4, 2021, an amount of $253,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below, except that the interest earned on the Trust Account can be released to the Company to pay its tax obligations.


 Administrative Services Agreement


The Company entered into an agreement commencing on April 29, 2021, pursuant to which it will pay the Sponsor up to $10,000 per month for office space, utilities and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.


Forward Purchase Agreements


On April 6, 2021, the Company entered into forward purchase agreements, pursuant to which the forward purchase investors agreed to purchase an aggregate of up to 12,000,000 Class A ordinary shares, at a purchase price of $10.00 per share, or up to $120.0 million in the aggregate, in private placements that will close substantially concurrently with the closing of the initial business combination. The obligations under the forward purchase agreements do not depend on whether any Class A ordinary shares are redeemed by the Company’s public shareholders. Any reduction of the number of forward purchase shares will be made in the Company’s sole discretion. On April 20, 2021, the Company entered into amended and restated forward purchase agreements reflecting a warrantless offering structure, pursuant to which the forward purchase investors agreed to purchase the same aggregate of Class A ordinary shares and to the same obligations as contained within the original agreements.


Third Point Side Letter Agreement


On April 15, 2021, the Company entered into a side letter agreement with Third Point, pursuant to which if Third Point purchases more than 5% of the shares sold in the Proposed Public Offering then the Company will use commercially reasonable efforts to provide Third Point the opportunity to purchase at least 10% of the shares issued by the Company or its business combination target, as the case may be, in a private offering in order to facilitate the Initial Business Combination.


Registration Rights Agreement


Pursuant to a registration rights agreement entered into on April 29, 2021, 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. 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 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.


Underwriting Agreement


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


The underwriters were provided a cash underwriting discount of $0.20 per Public Share, or $5,060,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Public Share, or $8,855,000 in the aggregate. 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.