Item 1.01. Entry into a Material Definitive Agreement.
On
? an Underwriting Agreement, dated
LLC and
in Schedule A therein, which contains customary representations and warranties
and indemnification of the underwriters by the Company;
? a Private Placement Warrants Purchase Agreement, dated
between the Company and
to which the Sponsor purchased 6,600,000 private placement warrants, each
exercisable to purchase one Class A Ordinary Share at
to adjustment (the "Private Placement Warrants" and, together with the Public
Warrants, the "Warrants");
? a Warrant Agreement, dated
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; provision for
amendments to the Warrant Agreement; and indemnification of the warrant agent
by the Company under the agreement;
? an Investment Management Trust Agreement, dated
Company and
establishes the trust account that will hold the net proceeds of the IPO and
certain of the proceeds from the sale of the Private Placement Warrants and the
Forward Purchase Agreement as described below, 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 and Shareholder Rights Agreement, dated
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, as well as certain transfer restrictions applicable to the
Sponsor with respect to the Company's securities, and, upon and following
consummation of our initial business combination, the right of the Sponsor to
nominate three individuals for election to the Company's board of directors;
? a Letter Agreement, dated
each executive officer and director of the Company, pursuant to which (a) the
Sponsor and each executive officer and director of the Company has agreed (i)
to vote any Class A Ordinary Shares held by him, her or it in favor of the
Company's initial business combination; (ii) to facilitate the liquidation and
winding up of the Company if an initial business combination is not consummated
within 24 months; (iii) to certain transfer restrictions with respect to the
Company's securities; and (iv) to certain indemnification obligations of the
Sponsor and (b) the Company has agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of the
Sponsor; 1
? an Administrative Services Agreement, dated
Company and the Sponsor, pursuant to which the Sponsor has agreed to make
available office space, secretarial and administrative services, as may be
required by the Company from time to time, for
earlier of the Company's initial business combination or liquidation;
? a Forward Purchase Agreement, dated
Agreement"), between the Company and
pursuant to which, in exchange for
Company concurrently with the closing of the IPO, GEPT will have the right, in
its discretion, to purchase up to the lesser of (i)
(ii) a number of units equal to 19.99% of the pro forma equity outstanding at
the time of the closing of the Company's initial business combination,
including but not limited to, any Class A Ordinary Shares and Class B ordinary
shares of the Company, par value
Shares") issued in connection with this offering, the Forward Purchase . . .
Item 3.02. Unregistered Sales of
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 6,600,000 Private
Placement Warrants, generating total proceeds of
Item 5.03. Amendments to Memorandum and Articles of Association.
In connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
2 Item 8.01. Other Events.
On
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 14, 2021 , among the Company,Jefferies LLC andBMO Capital Markets Corp. 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Warrant Agreement, dated as ofJanuary 20, 2021 , between ContinentalStock Transfer & Trust Company and the Company 10.1 Private Placement Warrants Purchase Agreement, dated as ofJanuary 14, 2021 , between the Company and the Sponsor 10.2 Investment Management Trust Account Agreement, dated as ofJanuary 20, 2021 , betweenContinental Stock Transfer & Trust Company and the Company 10.3 Registration and Shareholder Rights Agreement, dated as ofJanuary 20, 2021 , among the Company, the Sponsor and certain other equityholders named therein 10.4 Letter Agreement, dated as ofJanuary 14, 2021 , among the Company, the Sponsor and the Company's officers and directors 10.5 Administrative Services Agreement, dated as ofJanuary 20, 2021 , between the Company and the Sponsor 10.6 Forward Purchase Agreement, dated as ofJanuary 14, 2021 , between the Company and GEPT 10.7 Forfeiture Agreement, dated as ofJanuary 14, 2021 , between the Company and the Sponsor 99.1 Press Release datedJanuary 14, 2021 99.2 Press Release datedJanuary 20, 2021 3
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