Company, par value $0.0001 per share (such shares, as well as the Ordinary Shares issuable upon conversion thereof, where applicable, the Founder Shares) in a private placement for an aggregate purchase price of $25,000 in cash. On February 3, 2021, the Company effected a share capitalization, resulting in 14,375,000 Founder Shares outstanding. Also in February 2021, our Sponsor transferred 75,000 Class B ordinary shares to each of our independent directors. On March 1, 2021, the Company effected a share cancellation, resulting in 11,500,000 Class B ordinary shares outstanding. Up to 1,500,000 of the Founder Shares held by the Sponsor are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option.
The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the Private Placement Warrants Purchase Agreement), with the Sponsor, a form of which is filed as an exhibit to the Registration Statement, pursuant to which the Sponsor has agreed to purchase from the Company an aggregate of 10,000,000 warrants (or up to 11,200,000 warrants depending on the extent to which the Underwriters exercise their right to purchase Option Shares), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($10,000,000 in the aggregate, or $11,200,000 in the aggregate if the Underwriters exercise their option to purchase Option Shares in full) (the Private Placement Warrants) in a private placement that will occur simultaneously with the consummation of the Offering.
The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the issuance, registration, transfer, exchange, and exercise of the Private Placement Warrants and certain warrants that may be issued to the Companys executive officers or directors, the Sponsor or their permitted transferees or affiliates upon conversion of working capital loans made to the Company (the Working Capital Warrants) with the Sponsor, in substantially the form filed as an exhibit to the Registration Statement (the Warrant Agreement).
The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company, as trustee (the Trustee), in substantially the form filed as an exhibit to the Registration Statement (the Trust Agreement), pursuant to which the proceeds from the sale of the Private Placement Warrants and certain proceeds of the Offering will be deposited and held in a trust account (the Trust Account) for the benefit of the Company, the Underwriters and holders of the Shares.
The Company has issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as an exhibit to the Registration Statement (the Promissory Note), in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of May 31, 2021 or the date of the consummation of the Offering.
The Company has entered into a Forward Purchase Agreement, dated as of February 15, 2021, in substantially the form filed as an exhibit to the Registration Statement (the Forward Purchase Agreement), with Dragoneer Funding III LLC, pursuant to which Dragoneer Funding III LLC will agree to purchase up to 5,000,000 Ordinary Shares (the Forward Purchase Shares) for a purchase price of $10.00 per Ordinary Share, in a private placement to occur concurrently with the closing of the Companys Initial Business Combination. The Company will determine in its sole discretion the specific number of Ordinary Shares that it will sell to Dragoneer Funding III LLC, if any.