| Cayman Islands | | | 6770 | | | N/A | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) | |
| Frank Lopez, Esq. Jonathan Ko, Esq. R. William Burns, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 Tel: (212) 318-6800 Fax: (212) 319-4570 | | | S. Todd Crider, Esq. Juan Francisco Méndez, Esq. Simpson 425 Lexington Avenue New York, New York 10017 Tel: (212) Fax: (212) 455-2502 | |
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
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Title of Each Class of Securities to be Registered | | | | Amount to be Registered | | | | Proposed Maximum Offering Price Per Unit | | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | | Amount of Registration Fee | | | | | Amount to be Registered | | | | Proposed Maximum Offering Price Per Unit | | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | | Amount of Registration Fee | | ||||||||||||||||||||||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) | | | | | | 28,750,000 | | | | | | $ | 10.00 | | | | | | $ | 287,500,000 | | | | | | $ | 31,366 | | | | | | | | 28,750,000 | | | | | | $ | 10.00 | | | | | | $ | 287,500,000 | | | | | | $ | 31,366(5) | | |
Class A ordinary shares included as part of the units(3) | | | | | | 28,750,000 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | | | 28,750,000 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3) | | | | | | 9,583,333 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | | | 9,583,333 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Class A ordinary shares underlying redeemable warrants(3) | | | | | | 9,583,333 | | | | | | $ | 11.50 | | | | | | $ | 110,208,333 | | | | | | $ | 12,024 | | | | | | | | 9,583,333 | | | | | | $ | 11.50 | | | | | | $ | 110,208,333 | | | | | | $ | 12,024(5) | | |
Total | | | | | | | | | | | | | | | | | | | $ | 397,708,333 | | | | | | $ | 43,390 | | | | | | | | | | | | | | | | | | | | | $ | 397,708,333 | | | | | | $ | 43,390(5) | | |
| | | Per Unit | | | Total | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 250,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 13,750,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 236,250,000 | | |
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| Class A ordinary shares held by public shareholders | | | 25,000,000 shares | | |||
| Class B ordinary shares held by our sponsor | | | 6,250,000 shares | | |||
| Total ordinary shares | | | 31,250,000 shares | | |||
| Total funds in trust at the initial business combination | | | | $ | 241,250,000 | | |
| Public shareholders’ investment per Class A ordinary share(1) | | | | $ | 10.00 | | |
| Our sponsor’s investment per Class B ordinary share(2) | | | | $ | 0.004 | | |
| Implied value per Class A ordinary share upon the initial business combination(3) | | | | $ | 7.72 | | |
| | | Without Over-allotment Option | | | Over-allotment Option Exercised | | ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1) | | | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement | | | | | 6,750,000 | | | | | | 7,500,000 | | |
Total gross proceeds | | | | $ | 256,750,000 | | | | | $ | 295,000,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | | $ | 5,000,000 | | | | | $ | 5,750,000 | | |
Legal fees and expenses | | | | | 350,000 | | | | | | 350,000 | | |
Printing and engraving expenses | | | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses | | | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA Expenses | | | | | 104,000 | | | | | | 104,000 | | |
Travel and road show | | | | | 10,000 | | | | | | 10,000 | | |
NYSE listing and filing fees | | | | | 85,000 | | | | | | 85,000 | | |
Director & Officer liability insurance premiums(4) | | | | | 450,000 | | | | | | 450,000 | | |
Miscellaneous | | | | | 10,000 | | | | | | 10,000 | | |
Total estimated offering expenses (other than underwriting expenses) | | | | $ | 1,089,000 | | | | | $ | 1,089,000 | | |
Proceeds after estimated offering expenses | | | | $ | 250,661,000 | | | | | $ | 288,161,000 | | |
Held in trust account(3) | | | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
% of public offering size | | | | | 100% | | | | | | 100% | | |
Not held in trust account | | | | $ | 661,000 | | | | | $ | 661,000 | | |
| | | Amount | | | % of Total | | ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(7) | | | | $ | 300,000 | | | | | | 45.4% | | |
Legal and accounting fees related to regulatory reporting obligations | | | | | 50,000 | | | | | | 7.6% | | |
Payment for office space, administrative and support services | | | | | 220,000 | | | | | | 33.3% | | |
NYSE continued listing fees | | | | | 76,000 | | | | | | 11.5% | | |
Working capital to cover miscellaneous expenses and reserves | | | | | 15,000 | | | | | | 2.3% | | |
Total | | | | $ | 661,000 | | | | | | 100% | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book deficit before this offering | | | | (0.01) | | | | | (0.01) | | | | | | (0.01) | | | | | (0.01) | | | ||||
Increase attributable to public shareholders | | | | 0.67 | | | | | 0.59 | | | | | | 0.56 | | | | | 0.50 | | | ||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | $ | 0.66 | | | | $ | 0.58 | | | | | $ | 0.55 | | | | $ | 0.49 | | | ||||
Dilution to public shareholders | | | $ | 9.34 | | | | $ | 9.42 | | | | | $ | 9.45 | | | | $ | 9.51 | | | ||||
Percentage of dilution to public shareholders | | | | 93.4% | | | | | 94.2% | | | | | | 94.5% | | | | | 95.1% | | |
| | | Shares Purchased | | | Total Consideration | | | Average Price per Share | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | Percentage | | ||||||||||||||||||
Class B Ordinary Shares(1) | | | | | 6,250,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.004 | | |
Public Shareholders | | | | | 25,000,000 | | | | | | 80.0% | | | | | | 250,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 31,250,000 | | | | | | 100.0% | | | | | $ | 250,025,000 | | | | | | 100.0% | | | | | | | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Numerator: | | | | | | | | | | | | |||||||||||||||
Numerator: | | | ||||||||||||||||||||||||
Net tangible book deficit before this offering | | | $ | (62,500) | | | | $ | (62,500) | | | | | $ | (62,500) | | | | $ | (62,500) | | | ||||
Net proceeds from this offering and sale of the private placement warrants(1) | | | | 250,661,000 | | | | | 288,161,000 | | | | | | 250,661,000 | | | | | 288,161,000 | | | ||||
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | | 82,500 | | | | | 82,500 | | | | | | 82,500 | | | | | 82,500 | | | ||||
Less: Warrant liability | | | | (14,630,000) | | | | | (16,625,000) | | | |||||||||||||||
Less: Deferred underwriting commissions | | | | (8,750,000) | | | | | (10,062,500) | | | | | | (8,750,000) | | | | | (10,062,500) | | | ||||
Less: Proceeds held in trust subject to redemption(2) | | | | (236,930,990) | | | | | (273,118,490) | | | |||||||||||||||
Less: Assumed maximum proceeds available for redemption of ordinary shares(2) | | | | (222,300,990) | | | | | (256,493,490) | | | |||||||||||||||
| | | $ | 5,000,010 | | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | | | $ | 5,000,010 | | | ||||
Denominator: | | | | | | | | | | | | |||||||||||||||
Denominator: | | | ||||||||||||||||||||||||
Ordinary shares outstanding prior to this offering | | | | 7,187,500 | | | | | 7,187,500 | | | | | | 7,187,500 | | | | | 7,187,500 | | | ||||
Ordinary shares forfeited if over-allotment is not exercised | | | | (937,500) | | | | | — | | | | | | (937,500) | | | | | — | | | ||||
Ordinary shares included in the units offered | | | | 25,000,000 | | | | | 28,750,000 | | | | | | 25,000,000 | | | | | 28,750,000 | | | ||||
Less: Ordinary shares subject to redemption | | | | (23,693,099) | | | | | (27,311,849) | | | |||||||||||||||
Less: Ordinary shares assumed redeemed with available proceeds(2) | | | | (22,230,099) | | | | | (25,649,349) | | | |||||||||||||||
| | | | 7,556,901 | | | | | 8,625,651 | | | | | | 9,019,901 | | | | | 10,288,151 | | |
| | March 1, 2021 | | | March 1, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | | ||||||||||||||||
Note payable to related party(2) | | | $ | 25,000 | | | | $ | — | | | | | $ | 25,000 | | | | $ | — | | | ||||
Warrant liability(3) | | | | — | | | | | 14,630,000 | | | |||||||||||||||
Deferred underwriting commissions | | | | — | | | | | 8,750,000 | | | | | | — | | | | | 8,750,000 | | | ||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted; 0 and 23,693,099 Class A ordinary shares are subject to possible redemption, actual and as adjusted, respectively | | | | — | | | | | 236,930,990 | | | |||||||||||||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted; 0 and 25,000,000 Class A ordinary shares are subject to possible redemption, actual and as adjusted, respectively(4)(5) | | | | — | | | | | 226,224,882 | | | |||||||||||||||
Shareholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | ||||
Preference shares, $0.0001 par value; 5,000,000 preference shares authorized, actual and as adjusted; 0 preference shares issued and outstanding, actual and as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted; 0 and 1,306,901 shares issued and outstanding (excluding 0 and 23,693,099 shares subject to possible redemption), actual and as adjusted, respectively(3) | | | | — | | | | | 131 | | | |||||||||||||||
Class B ordinary shares, $0.0001 par value, 500,000,000 shares authorized, actual and as adjusted; 7,187,500 and 6,250,000 Class B ordinary shares issued and outstanding, actual and as adjusted, respectively | | | | 719 | | | | | 625 | | | | | | 719 | | | | | 625 | | | ||||
Additional paid-in capital | | | | 24,281 | | | | | 5,004,254 | | | | | | 24,281 | | | | | 1,644,375 | | | ||||
Accumulated deficit | | | | (5,000) | | | | | (5,000) | | | | | | (5,000) | | | | | (568,882) | | | ||||
Total shareholders’ equity | | | $ | 20,000 | | | | $ | 5,000,010 | | | | | $ | 20,000 | | | | $ | 1,076,118 | | | ||||
Total capitalization | | | $ | 45,000 | | | | $ | 250,681,000 | | | | | $ | 45,000 | | | | $ | 250,681,000 | | |
| | | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be | | | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of | |
| | | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | | | | | | | | |||
| Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $250,000,000 of the net proceeds of this offering and the sale of the | | | $212,625,000 of the offering proceeds, would be required to be | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | private placement warrants will be deposited into a non-interest bearing trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | | |
Investment of net proceeds | | | $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust not be invested and will be held in a non-interest bearing trust account. If, in the future, the proceeds held in the trust account are invested, then the proceeds will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds | | | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business | | | The NYSE rules require that our initial business combination must occur with one or more target businesses that together have an |
aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | combination. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. | | | | |
Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform us of their decision to permit earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | | |
Exercise of the warrants | | | The warrants cannot be exercised until 30 days after the completion of our initial business combination. | | | The warrants could be exercised prior to the completion of a |
business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | | ||||||
Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for | | | A prospectus containing information pertaining to the business combination required by | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. Additionally, each public shareholder may elect to | | | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | | | | |
Business combination deadline | | | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then- outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
Release of funds | | | Except for the withdrawal of interest income (if any) to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
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(i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. | | | |
Name | | | Age | | | Position | |
Mark Rosen | | | 58 | | | Chief Executive Officer and Director | |
Juan | | | 38 | | | Chief Financial Officer | |
Carlos Tomas Rodriguez-Pastor | | | 61 | | | Chairman of the Board | |
Luis Felipe Castellanos Lopez Torres | | | 50 | | | Director | |
Juan Pablo del Valle Perochena | | | 48 | | | Director Nominee | |
Martin Migoya | | | 53 | | | Director Nominee | |
Douglas Feagin | | | 55 | | | Director Nominee | |
Antonia Stolper | | | 63 | | | Director Nominee | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Mark Rosen | | | N/A | | | N/A | | | N/A | |
Juan Goicoechea | | | Nexus Group | | | Dedicated to investments | | | Principal | |
Carlos Tomas Rodriguez-Pastor | | | Intercorp Financial Services Inc. | | | Holding company | | | Chairman | |
| | | Intercorp Peru Ltd. | | | Holding company | | | Chairman | |
| | | Banco Internacional del Perú S.A.A. | | | Banking activities | | | Chairman | |
| | | IFH Capital Corp. | | | Dedicated to investments | | | Chairman | |
| | | InRetail Perú Corp. | | | Dedicated to investments in retail business. | | | Chairman | |
| | | Intercorp Capital Investments Inc. | | | Dedicated to investments | | | Chairman | |
| | | Intercorp Investments Peru Inc. | | | Dedicated to investments | | | Chairman | |
| | | Intercorp Retail Inc. | | | Dedicated to investments in retail business. | | | Chairman | |
| | | Supermercados Peruanos S.A. | | | Hypermarkets, supermarkets and other retail formats. | | | Chairman | |
| | | Tiendas Peruanas S.A. | | | Retail business – Clothing | | | Chairman | |
| | | Universidad Tecnológica del Perú S.A.C. | | | Education services – Universities | | | Chairman | |
| | | Inteligo Group Corp. | | | Dedicated to investments. | | | Director | |
| | | Interseguro Compañía de Seguros S.A. | | | Insurance commercialization | | | Director | |
| | | Colegios Peruanos S.A. | | | Education services – Schools | | | Director | |
| | | Financiera Oh! S.A. | | | Financial intermediation | | | Director | |
| | | Homecenters Peruanos S.A. | | | Retail business – Home improvement | | | Director | |
| | | NG Restaurants S.A. | | | Management services | | | Director | |
| | | San Miguel Industrias Pet S.A. | | | Production of preforms and containers. | | | Director | |
| | | Servicio Educativo Empresarial S.A.C. | | | Education services – educational institutes | | | Director | |
Luis Felipe Castellanos Lopez Torres | | | Intercorp Financial Services Inc. | | | Holding company | | | CEO | |
| | | Banco Internacional del Peru S.A.A. | | | Banking activities | | | CEO | |
| | | IFS Digital S.A.C. | | | Holding company | | | CEO | |
| | | Interseguro Compañía de Seguros S.A. | | | Insurance commercialization | | | Director | |
| | | Interfondos S.A. Sociedad Administradora de Fondos | | | Administrator of investment funds. | | | Director | |
| | | Inteligo Group Corp. | | | Dedicated to investments | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Juan Pablo del Valle Perochena | | | Orbia Advance Corporation SAB de CV | | | Chemicals and industrial | | | Chairman | |
| | | Elementia SAB de CV | | | Production of construction materials | | | Director | |
| | | Kaluz SA de CV | | | Chemical | | | Director | |
| | | Byline Bank Corp. | | | Bank holding company | | | Family Control | |
| | | Grupo Financiero Ve por Mas, S.A. de C.V. | | | Banking Services | | | Significant Influence | |
| | | Controladora GEK, SAPI de CV (and subsidiaries) | | | Holding Company | | | Significant Influence | |
| | | Bartola SA de CV | | | Others | | | Control | |
| | | Inmo1999, SA de CV | | | Real estate | | | Control | |
| | | Johnson Controls International PLC | | | HVAC and security provider | | | Director | |
Martín Migoya | | | Globant S.A. | | | Information technology sector | | | Chairman and Chief Executive Officer | |
| | | Digital House Group Ltd. | | | Information technology sector | | | Significant Influence | |
| | | Mifery S.A. | | | Financial and other investements | | | Settlor of revocable trust which controls this entity | |
Douglas Feagin | | | N/A | | | N/A | | | N/A | |
Antonia Stolper | | | N/A | | | N/A | | | N/A | |
| | | | | | | Approximate Percentage of Issued and Outstanding Ordinary Shares | | | | | | | | Approximate Percentage of Issued and Outstanding Ordinary Shares | | ||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned(2) | | Before Offering | | After Offering | | | Number of Shares Beneficially Owned(2) | | Before Offering | | After Offering | | ||||||||||||||||||||||||
Excelsa Partners LLC (our sponsor) | | | | 6,225,000(3) | | | | | 99.6% | | | | | 19.92% | | | | | | 6,137,500(3)(4) | | | | | 98.2% | | | | | 19.64% | | | ||||||
Carlos Tomas Rodriguez-Pastor | | | | 6,225,000(4) | | | | | 99.6% | | | | | 19.92% | | | | | | 6,137,500(3)(4) | | | | | 98.2% | | | | | 19.64% | | | ||||||
Mark Rosen | | | | —(3) | | | | | — | | | | | — | | | | | | —(3) | | | | | — | | | | | — | | | ||||||
Juan Goicoechea | | | | —(3) | | | | | — | | | | | — | | | | | | —(3) | | | | | — | | | | | — | | | ||||||
Luis Felipe Castellanos Lopez Torres | | | | —(3) | | | | | — | | | | | — | | | | | | —(3) | | | | | — | | | | | — | | | ||||||
Juan Pablo del Valle Perochena | | | | 25,000 | | | | | 0.40% | | | | | 0.08% | | | | | | 25,000 | | | | | * | | | | | * | | | ||||||
All officers, directors and director nominees as a group (five individuals) | | | | 6,250,000 | | | | | 100% | | | | | 20% | | | ||||||||||||||||||||||
Martín Migoya | | | | 25,000 | | | | | * | | | | | * | | | ||||||||||||||||||||||
Douglas Feagin | | | | 25,000 | | | | | * | | | | | * | | | ||||||||||||||||||||||
Antonia Stolper | | | | 25,000 | | | | | * | | | | | * | | | ||||||||||||||||||||||
All officers, directors and director nominees as a group (eight individuals) | | | | 6,237,500 | | | | | 99.8% | | | | | 19.96% | | |
| | | Fair Market Value of Class A Ordinary Shares | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 | | |||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter | | | Number of Units | | | |||||
Credit Suisse Securities (USA) LLC | | | | | | | | | | |
J.P. Morgan Securities LLC | | | | | | | | | ||
Total | | | | | 25,000,000 | | | |
| | | Paid by Excelsa Acquisition Corp. | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 13,750,000 | | | | | $ | 15,812,500 | | |
| | | Page | | |||
Audited Financial Statements of Excelsa Acquisition Corp.: | | | | | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | |
| | | Note | | | | | | | | |||
Assets | | | | | | | | | | | | | |
Cash | | | | | | | | | | $ | 25,000 | | |
Deferred offering costs associated with the proposed public offering | | | | | 4 | | | | | $ | 82,500 | | |
Total Assets | | | | | | | | | | $ | 107,500 | | |
Liabilities and Shareholder´s Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | | | | | | $ | 62,500 | | |
Related party loan | | | | | 5 | | | | | $ | 25,000 | | |
Total Liabilities | | | | | | | | | | $ | 87,500 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Shareholder´s Equity | | | | | 7 | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued and outstanding | | | | | | | | | | $ | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding | | | | | | | | | | $ | — | | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding(i) | | | | | | | | | | $ | 719 | | |
Additional paid-in capital | | | | | | | | | | $ | 24,281 | | |
Accumulated deficit | | | | | | | | | | $ | (5,000) | | |
Total Shareholder´s Equity | | | | | | | | | | $ | 20,000 | | |
Total Liabilities and Shareholder´s Equity | | | | | | | | | | $ | 107,500 | | |
| Formation and operating costs | | | | | | | $ | (5,000) | | |
| Net Loss | | | | | | | $ | (5,000) | | |
| Weighted average shares outstanding, basic and diluted(ii) | | | | | | | | 6,250,000 | | |
| Basic and diluted net loss per Class B common share | | | | | | | $ | (0.00) | | |
| | | Ordinary Shares | | | Additional paid-in capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | | ||||||||||||||||||
| | | Class B | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||
Balance−February 26, 2021 (inception) | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1) | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | — | | | | | $ | 25,000 | | |
Net loss | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | (5,000) | | | | | $ | (5,000) | | |
Balance−March 1, 2021 | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (5,000) | | |
| Net cash used in operating activities | | | | $ | (5,000) | | |
| Cash Flows from Financing Activities | | | | | | | |
| Proceeds from issuance of Class B ordinary shares to Sponsor | | | | $ | 25,000 | | |
| Related party loan | | | | $ | 25,000 | | |
| Payment of deferred offering costs | | | | $ | (20,000) | | |
| Net cash provided by financing activities | | | | $ | 30,000 | | |
| Net Change in Cash | | | | $ | 25,000 | | |
| Cash−Beginning | | | | $ | — | | |
| Cash−Ending | | | | $ | 25,000 | | |
| Supplemental disclosure of financing activities | | | | | | | |
| Deferred offering costs included in Accounts payable | | | | $ | 62,500 | | |
Underwriter | | | Number of Units | | | |||||
Credit Suisse Securities (USA) LLC | | | | | | | | | | |
J.P. Morgan Securities LLC | | | | | | | | | ||
Total | | | | | 25,000,000 | | | |
| | | Paid by Excelsa Acquisition Corp. | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 13,750,000 | | | | | $ | 15,812,500 | | |
| | | Page | | |||
Audited Financial Statements of Excelsa Acquisition Corp.: | | | | | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | |
| | | Note | | | | | | | | |||
Assets | | | | | | | | | | | | | |
Cash | | | | | | | | | | $ | 25,000 | | |
Deferred offering costs associated with the proposed public offering | | | | | 4 | | | | | $ | 82,500 | | |
Total Assets | | | | | | | | | | $ | 107,500 | | |
Liabilities and Shareholder´s Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | | | | | | $ | 62,500 | | |
Related party loan | | | | | 5 | | | | | $ | 25,000 | | |
Total Liabilities | | | | | | | | | | $ | 87,500 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Shareholder´s Equity | | | | | 7 | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued and outstanding | | | | | | | | | | $ | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding | | | | | | | | | | $ | — | | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding(i) | | | | | | | | | | $ | 719 | | |
Additional paid-in capital | | | | | | | | | | $ | 24,281 | | |
Accumulated deficit | | | | | | | | | | $ | (5,000) | | |
Total Shareholder´s Equity | | | | | | | | | | $ | 20,000 | | |
Total Liabilities and Shareholder´s Equity | | | | | | | | | | $ | 107,500 | | |
| Formation and operating costs | | | | | | | $ | (5,000) | | |
| Net Loss | | | | | | | $ | (5,000) | | |
| Weighted average shares outstanding, basic and diluted(ii) | | | | | | | | 6,250,000 | | |
| Basic and diluted net loss per Class B common share | | | | | | | $ | (0.00) | | |
| | | Ordinary Shares | | | Additional paid-in capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | | ||||||||||||||||||
| | | Class B | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||
Balance−February 26, 2021 (inception) | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1) | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | — | | | | | $ | 25,000 | | |
Net loss | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | (5,000) | | | | | $ | (5,000) | | |
Balance−March 1, 2021 | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (5,000) | | |
| Net cash used in operating activities | | | | $ | (5,000) | | |
| Cash Flows from Financing Activities | | | | | | | |
| Proceeds from issuance of Class B ordinary shares to Sponsor | | | | $ | 25,000 | | |
| Related party loan | | | | $ | 25,000 | | |
| Payment of deferred offering costs | | | | $ | (20,000) | | |
| Net cash provided by financing activities | | | | $ | 30,000 | | |
| Net Change in Cash | | | | $ | 25,000 | | |
| Cash−Beginning | | | | $ | — | | |
| Cash−Ending | | | | $ | 25,000 | | |
| Supplemental disclosure of financing activities | | | | | | | |
| Deferred offering costs included in Accounts payable | | | | $ | 62,500 | | |
Underwriter | | | Number of Units | | | |||||
Credit Suisse Securities (USA) LLC | | | | | | | | | | |
J.P. Morgan Securities LLC | | | | | | | | | ||
Total | | | | | 25,000,000 | | | |
| | | Paid by Excelsa Acquisition Corp. | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 13,750,000 | | | | | $ | 15,812,500 | | |
| | | Page | | |||
Audited Financial Statements of Excelsa Acquisition Corp.: | | | | | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | |
| | | Note | | | | | | | | |||
Assets | | | | | | | | | | | | | |
Cash | | | | | | | | | | $ | 25,000 | | |
Deferred offering costs associated with the proposed public offering | | | | | 4 | | | | | $ | 82,500 | | |
Total Assets | | | | | | | | | | $ | 107,500 | | |
Liabilities and Shareholder´s Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | | | | | | $ | 62,500 | | |
Related party loan | | | | | 5 | | | | | $ | 25,000 | | |
Total Liabilities | | | | | | | | | | $ | 87,500 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Shareholder´s Equity | | | | | 7 | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued and outstanding | | | | | | | | | | $ | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding | | | | | | | | | | $ | — | | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding(i) | | | | | | | | | | $ | 719 | | |
Additional paid-in capital | | | | | | | | | | $ | 24,281 | | |
Accumulated deficit | | | | | | | | | | $ | (5,000) | | |
Total Shareholder´s Equity | | | | | | | | | | $ | 20,000 | | |
Total Liabilities and Shareholder´s Equity | | | | | | | | | | $ | 107,500 | | |
| Formation and operating costs | | | | | | | $ | (5,000) | | |
| Net Loss | | | | | | | $ | (5,000) | | |
| Weighted average shares outstanding, basic and diluted(ii) | | | | | | | | 6,250,000 | | |
| Basic and diluted net loss per Class B common share | | | | | | | $ | (0.00) | | |
| | | Ordinary Shares | | | Additional paid-in capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | | ||||||||||||||||||
| | | Class B | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||
Balance−February 26, 2021 (inception) | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1) | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | — | | | | | $ | 25,000 | | |
Net loss | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | (5,000) | | | | | $ | (5,000) | | |
Balance−March 1, 2021 | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (5,000) | | |
| Net cash used in operating activities | | | | $ | (5,000) | | |
| Cash Flows from Financing Activities | | | | | | | |
| Proceeds from issuance of Class B ordinary shares to Sponsor | | | | $ | 25,000 | | |
| Related party loan | | | | $ | 25,000 | | |
| Payment of deferred offering costs | | | | $ | (20,000) | | |
| Net cash provided by financing activities | | | | $ | 30,000 | | |
| Net Change in Cash | | | | $ | 25,000 | | |
| Cash−Beginning | | | | $ | — | | |
| Cash−Ending | | | | $ | 25,000 | | |
| Supplemental disclosure of financing activities | | | | | | | |
| Deferred offering costs included in Accounts payable | | | | $ | 62,500 | | |
| SEC expenses | | | | $ | 43,500 | | |
| FINRA expenses | | | | | 60,500 | | |
| Accounting fees and expenses | | | | | 40,000 | | |
| Printing and engraving expenses | | | | | 40,000 | | |
| Travel and road show expenses | | | | | 10,000 | | |
| Legal fees and expenses | | | | | 350,000 | | |
| NYSE listing and filing fees | | | | | 85,000 | | |
| Director & Officers liability insurance premiums(1) | | | | | 450,000 | | |
| Miscellaneous | | | | | 10,000 | | |
| Total | | | | | 1,089,000 | | |
Exhibit No. | | | Description | |
1.1 | | | Form of Underwriting Agreement.* | |
3.1 | | | | |
3.2 | | | | |
4.1 | | | | |
4.2 | | | | |
4.3 | | | | |
4.4 | | | | |
5.1 | | | | |
5.2 | | | | |
10.1 | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
10.2 | | | | |
10.3 | | | | |
10.4 | | | | |
10.5 | | | | |
10.6 | | | | |
10.7 | | | Securities Subscription Agreement, dated March 1, 2021, between the Registrant and the Sponsor.* | |
10.8 | | | | |
23.1 | | | | |
23.2 | | | | |
23.3 | | | | |
24 | | | | |
99.1 | | | | |
99.2 | | | |
Exhibit No. | | | Description | |
99.3 | | | | |
99.4 | | | |
Name | | | Position | |
/s/ Mark Rosen Mark Rosen | | | Chief Executive Officer and Director (Principal Executive Officer) | |
Juan Goicoechea | | | Chief Financial Officer (Principal Financial and Accounting Officer) | |
Carlos Tomas Rodriguez-Pastor | | | Chairman of the Board of Directors | |
Luis Felipe Castellanos Lopez Torres | | | Director | |