RELATED PARTY TRANSACTIONS
Founder Shares
On October 10, 2020, we
issued 11,500,000 Class B ordinary shares to our Sponsor (the Founder Shares) in exchange for the payment of $25,000 from our Sponsor to cover certain expenses on our behalf. On November 13, 2020, we effected a share dividend
with respect to Class B ordinary shares, resulting in an aggregate of 15,093,750 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. Subsequent to October
10, 2020, our Sponsor transferred an aggregate of 150,000 Founder Shares to our independent directors. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,968,750 Founder Shares, on a pro rata basis, to the extent that the
option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of our issued and outstanding shares after the Initial Public Offering (excluding the number of Class A ordinary
shares to be sold pursuant to the Forward Purchase Agreement). On January 12, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,968,750 Founder Shares are no longer subject to forfeiture.
The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares and the Forward Purchase Investor agreed not to
transfer, assign or sell any of its Forward purchase units a until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the
closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the 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 the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Sale of Units
to Related Party
Certain of our directors and officers have purchased up to 3,000,000 units in the aggregate offered in the Initial
Public Offering.
Related Party Loans
On
October 7, 2020, our Sponsor agreed to loan us up to $300,000 pursuant to a promissory note (the Note), which was later amended on December 21, 2020. The Note
was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. We borrowed approximately $173,000 through December 31, 2020 and approximately $296,000 in total
prior to the Initial Public Offering under the Note. We had repaid the Note in full on January 13, 2021.
In addition, in order to
finance transaction costs in connection with a Business Combination, our Sponsor, members of our founding team or any of our affiliates may, but are not obligated to, loan us funds as may be required (Working Capital Loans). If we
complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event
that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working
Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business
Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. To date, we had no borrowings under the Working Capital Loans. On March 29, 2021, our Sponsor agreed to loan us $2.0 million as Working Capital Loans.
Administrative Services Agreement
Commencing
on the date that our securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, we agreed to pay our Sponsor $10,000 per month for office space, secretarial and
administrative services provided to us by an affiliate of our Sponsor.
In addition, our Sponsor, officers and directors, or our
respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or our affiliates. Any such
payments prior to an initial Business Combination will be made using funds held outside the Trust Account.
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