Article 7.01 Regulation FD Disclosure.
The information in this Section 7.01 is “provided” by the Company and will not be considered “filed” for the purposes of or otherwise subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended. , and will not be deemed to be incorporated by reference in our documents filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that such filing has incorporated by reference all or part of such information by express reference to it.
Article 8.01 Other events.
At
Substantially in conjunction with the closing of the IPO, the Company completed the private sale of 10,050,000 private placement warrants (the “Private Placement Warrants”) at a purchase price of
(as adjusted)); (2) they (including the Ordinary Shares that may be issued upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Promoter until 30 days after the completion of the initial business combination of the Company; (3) they can be exercised by cashless holders; and (4) they (including Ordinary Shares that may be issued upon exercise of these warrants) are entitled to registration rights.
A total of
As part of the initial public offering, the Company has entered into the following agreements, the forms of which were previously filed as an appendix to the Company’s registration statement (file n ° 333-255107):
• Amended and Restated Memorandum and Articles ofAssociation of the Company .
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• An Underwriting Agreement, datedOctober 27, 2021 , between the Company andJefferies LLC . • A Warrant Agreement, datedOctober 27, 2021 , between the Company andContinental Stock Transfer & Trust Company , as warrant agent. • A Letter Agreement, datedOctober 27, 2021 , among the Company, the Sponsor and the Company's officers and directors. •An Investment Management Trust Agreement, datedOctober 27, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee. • A Registration Rights Agreement, datedOctober 27, 2021 , among the Company, the Sponsor and certain other security holders named therein. • A Sponsor Warrants Purchase Agreement, datedOctober 27, 2021 , between the Company and the Sponsor. • An Administrative Services Agreement, datedOctober 27, 2021 , between the Company and the Sponsor.
At
Article 9.01 Financial statements and supporting documents.
(d) Exhibitions. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 1.1 Underwriting Agreement, datedOctober 27, 2021 , between the Company andJefferies LLC . 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Warrant Agreement, datedOctober 27, 2021 , between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 10.1 Letter Agreement, datedOctober 27, 2021 , among the Company, the Sponsor and the Company's officers and directors. 10.2 Investment Management Trust Agreement, datedOctober 27 , 2021, between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 Registration Rights Agreement, datedOctober 27, 2021 , among the Company, the Sponsor and certain other security holders named therein. 10.4 Sponsor Warrants Purchase Agreement, datedOctober 27, 2021 , between the Company and the Sponsor. 10.5 Administrative Services Agreement, datedOctober 27, 2021 , between the Company and the Sponsor. 99.1 Press Release, datedOctober 27, 2021 .
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