Cayman Islands | | | 6770 | | | 98-1578557 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Alexander D. Lynch, Esq. Corey Chivers, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 | | | Frank Lopez, Esq. Jonathan Ko, Esq. James M. Shea, Jr., Esq. Paul Hastings LLP 515 South Flower Street Twenty-Fifth Floor Los Angeles, CA 90071 Tel: (213) 683-6000 Fax: (213) 996-3188 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | 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) | | | 34,500,000 units | | | $10.00 | | | $345,000,000 | | | $37,640 | | | 34,500,000 units | | | $10.00 | | | $345,000,000 | | | $37,640 |
Class A ordinary shares included as part of the units(3) | | | 34,500,000 shares | | | — | | | — | | | — (4) | | | 34,500,000 shares | | | — | | | — | | | — (4) |
Redeemable warrants included as part of the units(3) | | | 11,500,000 warrants | | | — | | | — | | | — (4) | | | 11,500,000 warrants | | | — | | | — | | | — (4) |
Total | | | | | | | $345,000,000 | | | $37,640 | | | | | | | $345,000,000 | | | $37,640(5) |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. |
(2) | Includes 4,500,000 units, consisting of 4,500,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | Previously paid. |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $300,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $16,500,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $283,500,000 |
(1) | Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also “Underwriting” for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee. |
BofA Securities | | | Credit Suisse |
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• | one Class A ordinary share; and |
• | one-third of one redeemable warrant. |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 1,125,000 founder shares.. |
(2) | Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. |
(3) | Includes 1,125,000 founder shares that are subject to forfeiture. |
(4) | Includes 30,000,000 public shares and 7,500,000 founder shares, assuming 1,125,000 founder shares have been forfeited. |
• | 30 days after the completion of our initial business combination; and |
• | twelve months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”), the private |
• | prior to our initial business combination, only holders of the founder shares have the right to vote |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) to waive their redemption rights with respect to their founder shares and public shares 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 provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). 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. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 11,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,875,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; |
• | the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in non-reimbursed expenses relating to this offering; and |
• | any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; |
• | Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
| | January 22, 2021 | |
Balance Sheet Data: | | | |
Working capital (deficiency) | | | $(65,187) |
Total assets | | | $89,001 |
Total liabilities | | | $77,904 |
Shareholders’ equity | | | $11,907 |
| | Without Over-allotment Option | | | Over-allotment Option Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $300,000,000 | | | $345,000,000 |
Gross proceeds from private placement warrants offered in the private placement | | | 8,000,000 | | | 8,900,000 |
Total gross proceeds | | | $308,000,000 | | | $353,900,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | $6,000,000 | | | $6,900,000 |
Legal fees and expenses | | | 325,000 | | | 325,000 |
Printing and engraving expenses | | | 40,000 | | | 40,000 |
Accounting fees and expenses | | | 50,000 | | | 50,000 |
SEC/FINRA Expenses | | | 89,890 | | | 89,890 |
Travel and road show | | | 120,000 | | | 120,000 |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Director & Officer liability insurance premiums(4) | | | 250,000 | | | 250,000 |
Miscellaneous | | | 40,110 | | | 40,110 |
Total estimated offering expenses | | | $1,000,000 | | | $1,000,000 |
Proceeds after estimated reimbursed offering expenses | | | $301,000,000 | | | $346,000,000 |
Held in trust account(3) | | | $300,000,000 | | | $345,000,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $1,000,000 | | | $1,000,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(7) | | | 400,000 | | | 40.0 |
Legal and accounting fees related to regulatory reporting obligations | | | 160,000 | | | 16.0 |
Payment for office space, administrative and support services | | | 240,000 | | | 24.0 |
NYSE continued listing fees | | | 165,000 | | | 16.5 |
Working capital to cover miscellaneous expenses and reserves | | | 35,000 | | | 3.5% |
Total | | | $1,000,000 | | | 100% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. |
(3) | The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $10,500,000, which constitutes the underwriters’ deferred commissions (or $12,075,000 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will |
(4) | This amount represents the approximate amount of annualized director and officer liability insurance premiums we anticipate paying following the completion of this offering and until we complete a business combination. |
(5) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account 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. Assuming an interest rate of 0.08% per year, we estimate the interest earned on the trust account will be approximately $240,000 per year; however, we can provide no assurances regarding this amount. |
(6) | Assumes no exercise of the underwriters’ over-allotment option. |
(7) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
| | Without Over-allotment | | | With Over-allotment | |||||||
Public offering price | | | | | $10.00 | | | | | $10.00 | ||
Net tangible book deficit before this offering | | | (0.01) | | | | | (0.01) | | | ||
Increase attributable to public shareholders | | | 0.57 | | | | | 0.50 | | | ||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | 0.56 | | | | | 0.49 | ||
Dilution to public shareholders | | | | | $9.44 | | | | | $9.51 | ||
Percentage of dilution to public shareholders | | | | | 94.4% | | | | | 95.1% |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B Ordinary Shares(1) | | | 7,500,000 | | | 20.0% | | | $25,000 | | | 0.01% | | | $0.003 |
Public Shareholders | | | 30,000,000 | | | 80.0% | | | 300,000,000 | | | 99.99% | | | $10.00 |
| | 37,500,000 | | | 100.0% | | | $300,025,000 | | | 100.0% | | |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 1,125,000 Class B ordinary shares held by our sponsor. |
| | Without Over-allotment | | | With Over-allotment | |
Numerator: | | | | | ||
Net tangible book deficit before this offering | | | $(65,187) | | | $(65,187) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | 301,000,000 | | | 346,000,000 |
Plus: Offering costs paid in advance, excluded from tangible book value | | | 77,094 | | | 77,094 |
Less: Deferred underwriting commissions | | | (10,500,000) | | | (12,075,000) |
Less: Proceeds held in trust subject to redemption(2) | | | (285,511,900) | | | (328,936,900) |
| | $5,000,007 | | | $5,000,007 | |
Denominator: | | | | | ||
Ordinary shares outstanding prior to this offering | | | 8,625,000 | | | 8,625,000 |
Ordinary shares forfeited if over-allotment is not exercised | | | (1,125,000) | | | — |
Ordinary shares included in the units offered | | | 30,000,000 | | | 34,500,000 |
Less: Ordinary shares subject to redemption | | | (28,551,190) | | | (32,893,690) |
| | 8,948,810 | | | 10,231,310 |
(1) | Expenses applied against gross proceeds include non-reimbursed offering expenses of $1,000,000 and underwriting commissions of $6,000,000 or $6,900,000 if the underwriters exercise their over-allotment option (excluding deferred underwriting fees). See “Use of Proceeds.” |
(2) | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business Effecting Our Initial Business Combination—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities.” |
| | January 22, 2021 | ||||
| | Actual | | | As Adjusted(1) | |
Note payable—related party(2) | | | $— | | | $— |
Deferred underwriting commissions | | | — | | | 10,500,000 |
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Class A ordinary shares; -0- and 28,551,190 shares subject to possible redemption, actual and as adjusted, respectively(3) | | | — | | | 285,511,900 |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | — | | | — |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 1,448,810 shares issued and outstanding (excluding -0- and 28,551,190 shares subject to possible redemption), actual and as adjusted, respectively | | | — | | | 145 |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 8,625,000 and 7,500,000 shares issued and outstanding, actual and as adjusted, respectively | | | 863 | | | 750 |
Additional paid-in capital | | | 24,137 | | | 5,012,205 |
Accumulated deficit | | | (13,093) | | | (13,093) |
Total shareholders’ equity | | | $11,907 | | | $5,000,007 |
Total capitalization | | | $11,907 | | | $301,011,907 |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 1,125,000 Class B ordinary shares held by our sponsor. |
(2) | Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. |
(3) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for 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 the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. |
| | 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 two business days prior to the consummation of the initial business combination (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 income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | 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 restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares. |
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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 | | | $300,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | $255,150,000 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account. |
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Investment of net proceeds | | | $300,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust 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. |
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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 income 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. |
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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 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 net asset test. | | | 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 | |
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 unless BofA Securities Inc. informs us of its decision to allow 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. |
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| | The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | ||
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Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | 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. |
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Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for 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 income 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 | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than twenty business days and no more than 45 business days from the effective date of a post- effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | 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 redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such shareholder meeting. | | | returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | | |||
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 income 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 | | | 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. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | 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. | | | ||
| | | | |||
Release of funds | | | Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of: (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 provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. | | | 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 combination within the allotted time. |
Name | | | Age | | | Position |
Wilbur L. Ross, Jr. | | | 83 | | | President, Chief Executive Officer and Chairman of the Board |
Stephen J. Toy | | | 48 | | | Chief Financial Officer |
Nadim Z. Qureshi | | | 46 | | | Head of M&A |
Lord William Astor | | | 69 | | | Director |
Larry Kudlow | | | 73 | | | Director |
Edward A. Snyder | | | 67 | | | Director |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Stephen J. Toy | | | BroadPeak Global LP | | | Private Equity | | | Co-Founder and Managing Partner |
| | | | | | ||||
Nadim Z. Qureshi | | | Diamond S Shipping Inc. | | | Petroleum Shipping | | | Director and Chairman of the Board, Chair of the Compensation Committee |
| | BroadPeak Global LP | | | Private Equity | | | Co-Founder and Managing Partner | |
| | | | | | ||||
Lord William Astor | | | Silvergate Media Limited Canadian Overseas Petroleum Limited | | | Media and Broadcasting Oil and Gas | | | Chairman of the Board Director |
| | | | | | ||||
Larry Kudlow | | | Kudlow & Co., LLC | | | Economic Research | | | Chief Executive Officer |
| | | | | | ||||
Edward A. Snyder | | | KemperSports, Inc. | | | Sports Management | | | Director |
| | | 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 | ||||||
Ross Holding Company LLC (our sponsor) | | 8,625,000(3)(4) | | 100.0% | | 20.0% | | 8,625,000 | | 100.0% | | 20.0% | ||||||
Wilbur L. Ross, Jr. | | | | | | | ||||||||||||
Stephen J. Toy | | | | | | | ||||||||||||
Nadim Z. Qureshi | | | | | | | ||||||||||||
Lord William Astor | | | | | * | | * | | * | |||||||||
Larry Kudlow | | | | | * | | * | | * | |||||||||
Edward A. Snyder | | | | | * | | * | | * | |||||||||
All officers, directors and director nominees as a group | | 8,625,000 | | 100% | | 20.0% | ||||||||||||
All officers and directors as a group | | 8,625,000 | | 100% | | 20.0% |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” |
(3) | The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Wilbur L. Ross, Jr., Stephen J. Toy and Nadim Z. Qureshi, who are the Managing Members of the Sponsor. |
(4) | Includes up to 1,125,000 founder shares that will be surrendered to us for no consideration by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
(5) | This includes 15,000 shares underlying options that are immediately exercisable held by Lord William Astor. |
(6) | This includes 15,000 shares underlying options that are immediately exercisable held by Larry Kudlow. |
(7) | This includes 15,000 shares underlying options that are immediately exercisable held by Edward A. Snyder. |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||||||||||||||||||||||||||
(period to expiration of warrants) | | ≤$10.00 | | 11.00 | | 12.00 | | 13.00 | | 14.00 | | 15.00 | | 16.00 | | 17.00 | | ≥18.00 | | ≤$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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 | | 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 |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||
(period to expiration of warrants) | | | ≤$10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
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 |
a) | the subscriber is a relevant financial business required to comply with the Anti-Money Laundering Regulations (2020 Revision) or is a majority-owned subsidiary of such a business; or |
b) | the subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions and which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee (“Equivalent Jurisdiction”) or is a majority-owned subsidiary of such subscriber; or |
c) | the subscriber is a central or local government organization, statutory body or agency of government in the Cayman Islands or an Equivalent Jurisdiction; or |
d) | the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure requirements which impose requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company; or |
e) | the subscriber is a pension fund for a professional association, trade union or is acting on behalf of employees of an entity referred to in sub-paragraphs (a) to (d); or |
f) | the application is made through an intermediary which falls within one of sub-paragraphs (a) to (e). In this situation the company may rely on a written assurance from the intermediary which confirms (i) that the requisite identification and verification procedures on the applicant for business and its beneficial owners have been carried out; (ii) the nature and intended purpose of the business relationship; (iii) that the intermediary has identified the source of funds of the applicant for business; and (iv) that the intermediary shall make available copies of any identification and verification data or information and relevant documents. |
(a) | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
(b) | where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
(c) | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | On or in respect of the shares, debentures or other obligations of the Company; or |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (2018 Revision). |
Underwriters | | | Number of Units |
BofA Securities Inc. | | | |
Credit Suisse Securities (USA) LLC | | | |
Total | | | 30,000,000 |
| | Paid By Ross Acquisition Corp II | ||||
| | No Exercise | | | Full Exercise | |
Per Unit(1) | | | $0.55 | | | $0.55 |
Total(1) | | | $16,500,000 | | | $18,975,000 |
(1) | Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. |
(a) | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(a) | to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
(c) | at any time in other circumstances falling within section 86 of the FSMA, |
(a) | a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
(b) | a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, |
(a) | to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
(b) | where no consideration is or will be given for the transfer; |
(c) | where the transfer is by operation of law; or |
(d) | as specified in Section 276(7) of the SFA. |
Assets | | | |
Current assets: | | | |
Prepaid expenses | | | $11,907 |
Total current assets | | | 11,907 |
Deferred offering costs associated with proposed public offering | | | 77,094 |
Total assets | | | $89,001 |
Liabilities and Shareholder’s Equity | | | |
Current liabilities: | | | |
Accrued expenses | | | $77,094 |
Total current liabilities | | | 77,094 |
Commitments and Contingencies | | | |
Shareholder’s Equity: | | | |
Preference shares, $0.0001 par value; 1,000,000 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; 8,625,000 shares issued and outstanding(1) | | | 863 |
Additional paid-in capital | | | 24,137 |
Accumulated deficit | | | (13,093) |
Total shareholder’s equity | | | 11,907 |
Total Liabilities and Shareholder’s Equity | | | $89,001 |
(1) | This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
General and administrative expenses | | | $13,093 |
Net loss | | | $(13,093) |
Weighted average shares outstanding, basic and diluted(1) | | | 7,500,000 |
Basic and diluted net loss per share | | | $(0.00) |
(1) | This number excludes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
| | Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | ||||||||||
| | Class A | | | Class B | | |||||||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance—January 19, 2021 (inception) | | | — | | | $— | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsor(1) | | | — | | | — | | | 8,625,000 | | | 863 | | | 24,137 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | (13,093) | | | (13,093) |
Balance—January 22, 2021 | | | — | | | $— | | | 8,625,000 | | | $863 | | | $24,137 | | | $(13,093) | | | $11,907 |
(1) | This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Cash Flows from Operating Activities: | | | |
Net loss | | | $(13,093) |
Changes in operating assets and liabilities: | | | |
Prepaid expenses | | | 13,093 |
Net cash used in operating activities | | | — |
Net change in cash | | | — |
Cash—beginning of the period | | | — |
Cash—end of the period | | | $— |
Supplemental disclosure of noncash investing and financing activities: | | | |
Deferred offering costs included in accrued expenses | | | $77,094 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | | | $25,000 |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC expenses | | | $37,640 |
FINRA expenses | | | 52,250 |
Accounting fees and expenses | | | 50,000 |
Printing and engraving expenses | | | 40,000 |
Travel and road show expenses | | | 120,000 |
Legal fees and expenses | | | 325,000 |
NYSE listing and filing fees | | | 85,000 |
Director & Officers liability insurance premiums(1) | | | 250,000 |
Miscellaneous | | | 40,110 |
Total | | | 1,000,000 |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | The Exhibit Index is incorporated herein by reference. |
Item 17. | Undertakings. |
(i) | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(ii) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(iii) | The undersigned registrant hereby undertakes that: |
1. | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
2. | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | Form of Underwriting Agreement. | |
| | Memorandum and Articles of Association. | |
| | Form of Amended and Restated Memorandum and Articles of Association. | |
| | Specimen Unit Certificate. | |
| | Specimen Class A Ordinary Share Certificate. | |
| | Specimen Warrant Certificate. | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Opinion of Weil, Gotshal & Manges LLP. | |
| | Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant. | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto. | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. | |
| | Form of Indemnity Agreement. | |
| | Form of Administrative Services Agreement between the Registrant and the Sponsor. | |
| | Promissory Note, dated as of January 22, 2021, between the Registrant and the Sponsor. | |
| | Securities Subscription Agreement, dated January 22, 2021, between the Registrant and the Sponsor. | |
| | Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant. | |
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Weil, Gotshal & Manges LLP (included on Exhibit 5.1). | |
| | Consent of Maples and Calder (included on Exhibit 5.2). | |
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement). |
* | Filed herewith. |
** | Previously filed. |
| | ROSS ACQUISITION CORP II | ||||
| | | | |||
| | By: | | | /s/ Wilbur L. Ross, Jr. | |
| | | | Name: Wilbur L. Ross, Jr. | ||
| | | | Title: President and Chief Executive Officer |
Name | | | Position | | | Date |
| | | | |||
/s/ Wilbur L. Ross, Jr. | | | President, Chief Executive Officer and Chairman (Principal Executive Officer) | | | |
Wilbur L. Ross, Jr. | | |||||
| | | | |||
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | | ||
Stephen J. Toy | | |||||
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| | Director | | | ||
Lord William Astor | | |||||
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| | Director | | | ||
Larry Kudlow | | |||||
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| | Director | | | ||
Edward A. Snyder | |
*By: | | | /s/ Wilbur L. Ross, Jr. | | | |
| | Wilbur L. Ross, Jr. | | | ||
| | Attorney-in-Fact | | |