does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to
repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may, at the option of the lender, be converted into Private Placement Warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement
Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does
not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to
seek access to funds in the Companys Trust Account. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.
Note 7 Commitments and Contingencies
Registration Rights
The holders of the Founder Shares,
Private Placement Warrants, and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon
conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO (the Registration Rights Agreement). The holders of these securities are
entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent
to the completion of an initial Business Combination. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the
respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell their founder shares until the earliest of (A) one year after
the completion of our initial business combination; and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share
capitalizations, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation,
merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same
restrictions and other agreements of our sponsor with respect to any founder shares.
Underwriting Agreement
The Company granted the Underwriters a 45-day option from March 23, 2021 to purchase up to an additional 3,750,000
units to cover over-allotments, if any. On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units, and forfeited the remainder of the option.
On March 23, 2021, the Company paid an underwriting discount of $5,000,000, and on March 31, 2021, the Company paid an additional underwriting
discount of $425,706 for Units sold pursuant to the over-allotment option. Additionally, the Underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO and over-allotment, or $9,494,986 in the aggregate. 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 8 Shareholders Equity
Preference
Shares The Company is authorized to issue 5,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series. The Companys board of directors is 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. At March 31, 2021, there
were no preference shares issued or outstanding.
Class A Ordinary shares The Company is authorized
to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At March 31, 2021, there were 3,002,537 shares issued and outstanding, excluding 24,125,995 shares subject to possible redemption.
Class B Ordinary shares The Company is authorized to issue 50,000,000 Class B ordinary shares with
a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. At March 31, 2021, there were 6,655,368 Class B ordinary shares issued and outstanding.
Holders of the Class A ordinary shares and holders of the Class B ordinary shares vote together as a single class on all matters submitted to a vote
of the Companys shareholders, except as required by law. Unless specified in the
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