|
|
|
|
|
CUSIP No. 46468P 102
|
|
SCHEDULE 13D
|
|
Page 4 of 6 Pages
|
Private Warrants
On March 1, 2021, the Issuer completed the IPO of 18,000,000 units (Units), and on March 2, 2021 the Issuer completed the issuance of
2,700,000 Units as a result of the underwriters exercise in full of their over-allotment option. Each Unit consists of one share of Common Stock and one-half of one redeemable warrant (Public
Warrants), each whole Public Warrant entitling the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. Simultaneously with the consummation of the IPO, pursuant to the Private
Placement Warrants Subscription Agreement, dated as of February 24, 2021 (the Private Warrant Subscription Agreement), between the Sponsor and the Issuer, the Sponsor purchased 6,140,000 warrants (Private Warrants) for
an aggregate price of $6,140,000 in a private placement.
The Private Warrants are identical to the Public Warrants, except that if held by the initial
purchasers or any of their permitted transferees, the Private Warrants (i) may be exercised on a cashless basis and (ii) are not subject to redemption. If the Private Warrants are held by holders other than the initial purchasers or their
permitted transferees, then the Private Warrants will be redeemable by the Issuer and exercisable by the holders on the same basis as the Public Warrants. In addition, the Private Warrants are, subject to certain limited exceptions, subject to
transfer restrictions until after the completion of the Issuers initial Business Combination (as defined below).
Working Capital Loans
The Reporting Person or the Issuers officers, directors or initial stockholders, or their respective affiliates, may, but are not obligated to, loan the
Issuer funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Issuers initial
Business Combination, without interest, or, at the holders discretion, up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per warrant (Working Capital Warrants). The Working Capital Warrants, if any,
would be identical to the Private Warrants. The terms of such loans, if any, have not been determined.
Warrant Agreement
The Warrants are governed by the terms of the Warrant Agreement, dated as of February 24, 2021 (the Warrant Agreement), between the Issuer and
Continental Stock Transfer & Trust Company (Continental), as warrant agent. Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described
therein, at any time commencing on the later of: (i) 30 days after the consummation by the Issuer of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one
or more businesses or entities (Business Combination), or (ii) March 1, 2022, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) five years from the consummation of a Business Combination,
(y) the date the Issuer elects to redeem all Warrants subject to redemption and (z) the liquidation of the Issuer.
Registration Rights
Pursuant to the Registration Rights Agreement, dated as of February 24, 2021 (the Registration Rights Agreement), among the Issuer,
the Sponsor and certain other security holders, the holders of the Founder Shares, the Private Warrants (and underlying securities) and any Working Capital Warrants (and underlying securities), including any securities of the Issuer issued as a
dividend or other distribution with respect to or in exchange for or in replacement of such securities (collectively, the Registrable Securities), including the Sponsor, are entitled to make up to three demands that the Issuer register
such securities. In addition, the holders of the Registrable Securities, including the Sponsor, have certain piggy-back registration rights with respect to registration statements filed subsequent to the Issuers consummation of a
Business Combination.
Letter Agreement
On
February 24, 2021, the Issuer entered into a letter agreement (the Letter Agreement) with the Reporting Person and the other parties thereto (collectively, the Insiders). Under the Letter Agreement, among other matters,
the Insiders agreed with the Issuer: (i) that they will not propose, or vote in favor of, any amendment to the Issuers