Item 1.01 Entry into a Material Definitive Agreement.
On
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, datedSeptember 28, 2021 , among the Company andBofA Securities, Inc. , Goldman Sachs & Co.LLC, Allen & Company LLC andJ.P. Morgan Securities LLC as representatives of the several underwriters named therein. • A Forward Purchase Agreement, datedOctober 1, 2021 , between the Company and the Sponsor. •An Investment Management Trust Agreement, datedOctober 1, 2021 between the Company andContinental Stock Transfer & Trust Company . • A Registration Rights Agreement, datedOctober 1, 2021 between the Company, the Sponsor and the Holders signatory thereto. • A Private Placement Shares Purchase Agreement, datedOctober 1, 2021 between the Company and the Sponsor. • An Administrative Services Agreement, datedOctober 1, 2021 between the Company and the Sponsor. • A Letter Agreement, datedSeptember 21, 2021 between the Company, the Sponsor and each of the executive officers and directors of the Company.
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Item 3.02 Unregistered Sales of
Substantially concurrently with the closing of the IPO, pursuant to the Private
Placement Shares Purchase Agreement, the Company completed the private sale of
975,000 shares (the "Private Placement Shares"), including the issuance of
75,000 Shares as a result of the underwriters' exercise in full of their
over-allotment option, at a purchase price of
Item 5.02 Election of Directors.
On
Following the appointment of
On
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they 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.
In connection with the IPO, the Company adopted its Amended and Restated
Memorandum and Articles of Association (the "A&
Item 8.01 Other Events.
A total of
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redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity and (iii) the redemption of the Company's public shares if the Company has not completed its business combination within 24 months from the closing of the IPO, subject to applicable law.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedSeptember 28, 2021 , among the Company andBofA Securities, Inc. ,Goldman Sachs & Co. LLC ,Allen & Company LLC andJ.P. Morgan Securities LLC as representatives of the several underwriters named therein. 3.1 Amended and Restated Memorandum and Articles of Association. 10.1 Letter Agreement, datedSeptember 21, 2021 , between the Company, the Sponsor and each of the executive officers and directors of the Company. 10.2 Registration Rights Agreement, datedOctober 1, 2021 , between the Company, the Sponsor and the Holders signatory thereto. 10.3 Private Placement Shares Purchase Agreement, datedOctober 1, 2021 , between the Company and the Sponsor. 10.4 Administrative Services Agreement, datedOctober 1, 2021 , between the Company and the Sponsor. 10.5 Investment Management Trust Agreement, datedOctober 1, 2021 , between the Company andContinental Stock Transfer & Trust Company . 10.6 Forward Purchase Agreement, datedOctober 1, 2021 , between the Company and the Sponsor. 99.1 Press Release, datedOctober 1, 2021 .
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