OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The underwriters were entitled to an underwriting discount of $0.20 per unit, or
$5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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.
Deferred Legal Fees
The
Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Companys legal counsel agreed to defer an aggregate of $100,000 of their fees in connection with the Initial Public Offering until the closing
of the Initial Business Combination. The deferred fee will become payable to the legal counsel from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. As of March 31, 2021, the Company
recorded an aggregate of $100,000 in connection with such arrangement as deferred legal fees in the accompanying unaudited condensed balance sheet.
Note 6Shareholders Equity
Class A Ordinary SharesThe Company is authorized to issue 300,000,000 Class A
ordinary shares with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 25,000,000 Class A ordinary shares issued or outstanding, including 22,299,720 and 21,592,818 Class A ordinary shares
subject to possible redemption, respectively.
Class B Ordinary SharesThe Company is
authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. On August 7, 2020, there were 6,468,750 Class B ordinary shares issued and outstanding, of which up to 843,750
shares were subject to forfeiture to the extent that the underwriters over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own approximately 20% of the Companys
issued and outstanding ordinary shares (See Note 4). On September 21, 2020, the underwriters partially exercised the over-allotment option to purchase 2,500,000 Over-Allotment Units; thus, an aggregate of 218,750 Class B ordinary shares
were forfeited accordingly. As such, on March 31, 2021 and December 31, 2020, there were 6,250,000 Class B ordinary shares issued and outstanding.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of
Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial Business Combination
at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of
any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans. In no
event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
Preference
SharesThe Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the
Companys board of directors. As of March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.
Note 7Derivative Warrant Liabilities
As of March 31, 2021 and December 31, 2020, the Company has 6,250,000 and 4,666,667 Public Warrants and Private Placement Warrants,
respectively, outstanding.
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