Risks and Uncertainties
Management is continuing to evaluate 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 Companys 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.
Underwriting
Agreement
The Company has granted the underwriters a 45-day option to purchase up to 11,250,000
additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.
The underwriters are
entitled to a deferred fee of $0.35 per Unit, or $26,250,000 in the aggregate (or $30,187,500 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.
Note
7Shareholders Equity
Preference SharesThe Company is authorized to issue 1,000,000 preference shares with a par value
of $0.0001 per share. The Companys board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and
restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights
of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2021, there were no preference shares issued or outstanding.
Class A Ordinary SharesThe Company is authorized to issue 400,000,000 Class A ordinary shares, with
a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021, there were no Class A ordinary shares issued or outstanding.
Class B Ordinary SharesThe Company is authorized to issue 80,000,000 Founder Shares, with a par value of
$0.0001 per share. Holders of the Founder Shares are entitled to one vote for each share. At November 5, 2021, there were 17,250,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 2,812,500 shares were
subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Companys issued and outstanding ordinary shares after the
initial public offering.
On December 13, 2021, the Company effected a share recapitalization with respect to the Founder Shares whereby the Company
issued one and one-quarter Founder Shares in respect of each outstanding Founder Share, resulting in the Sponsor owning 21,562,500 Founder Shares. The Founder Shares included an aggregate of up to 2,812,500 shares subject to forfeiture by the
Sponsor to the extent that the underwriters over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Companys issued and outstanding shares upon the completion of
the initial public offering. On February 19, 2022, 2,812,500 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000 Founder Shares.
Holders of the Founder Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the
Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of
continuation in a jurisdiction outside the Cayman Islands). On any other matter submitted to a vote of the shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Founder Shares and holders of
the Class A ordinary shares will vote together as a single class, except as required by law.
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