Item 1.01. Entry into a Material Definitive Agreement.
On
On
Each Unit consists of one share of Class A common stock,
Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
• an Underwriting Agreement, datedApril 28, 2021 , between the Company andGoldman Sachs & Co. LLC , as representative of the several underwriters (the "Representative"), which contains customary representations and warranties and indemnification of the underwriters by the Company; • a Warrant Agreement, datedApril 28, 2021 , between the Company andContinental Stock Transfer & Trust Company , as warrant agent (the "Warrant Agreement"), which sets forth the expiration and exercise price of and procedure for exercising the Warrants, certain adjustment features of the terms of exercise, provisions relating to redemption and cashless exercise of the Warrants, certain registration rights of the holders of Warrants, provisions for amendments to the Warrant Agreement, and indemnification of the warrant agent by the Company under the agreement; • an Investment Management Trust Agreement, datedApril 28, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Warrants, and sets forth the responsibilities of the trustee, the procedures for withdrawal and direction of funds from the trust account, and indemnification of the trustee by the Company under the agreement; • a Registration Rights Agreement, datedApril 28, 2021 , among the Company, the Sponsor and certain equityholders of the Company, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for such other equityholders; • an Indemnification Agreement, each datedMay 3, 2021 , between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company; • a Letter Agreement, datedApril 28, 2021 , among the Company and each of the Sponsor and each executive officer and director of the Company, pursuant to which the Sponsor and each independent director of the Company has agreed to vote any shares of Class A Common Stock and Class B Common Stock held by him, her or it in favor of the Company's initial business combination, to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months from the closing of the IPO, to certain transfer restrictions with respect to the Company's securities and to certain indemnification obligations of the Sponsor; and
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• a Private Placement Warrants Purchase Agreement, dated
Item 3.02. Unregistered Sales of
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
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03. Amendments to Certificate of Incorporation or Bylaws.
On
Item 8.01. Other Events.
A total of
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On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, datedApril 28, 2021 , by and between the Company andGoldman Sachs & Co. LLC , as representative of the underwriters. 3.1 Amended and Restated Certificate of Incorporation of the Company. 4.1 Warrant Agreement, datedApril 28, 2021 , between the Company andContinental Stock Transfer & Trust Company . 10.1 Investment Management Trust Agreement, datedApril 28, 2021 , between the Company andContinental Stock Transfer & Trust Company . 10.2 Registration and Stockholder Rights Agreement, datedApril 28, 2021 , by and among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto. 10.3 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File No. 333-253569) filed onMarch 23, 2021 ). 10.4 Letter Agreement, datedApril 28, 2021 , by and among the Company, the Sponsor and each director and officer of the Company. 10.5 Private Placement Warrants Purchase Agreement, datedApril 28, 2021 , between the Company andBig Sky Growth Partners, LLC . 99.1 Press release, datedApril 28, 2021 . 99.2 Press release, datedMay 3, 2021 .
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