retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with
us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide
for benefits upon termination of employment.
Certain Relationships and Related Transactions
Founder Shares
On August 12, 2020, our
Sponsor purchased an aggregate of 8,625,000 founder shares for an aggregate price of $25,000. On November 30, 2020, our Sponsor surrendered an aggregate of 1,437,500 founder shares to us for no consideration, resulting in our Sponsor holding an
aggregate of 7,503,750 founder shares. On December 11, 2020 the underwriters partially exercised their over-allotment option, and as a result, 975,000 founder shares were no longer subject to forfeiture and 3,750 founder shares were
forfeited for no consideration. Accordingly, this resulted in our Sponsor holding an aggregate of 7,500,000 founder shares. The founder shares will automatically convert into Class A common stock upon the consummation of a business combination
on a one-for-one basis, subject to adjustments.
Our Sponsor has agreed,
subject to certain limited exceptions, not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of a business combination or (B) subsequent to a business combination,
(x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that
results in all of the Companys stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Related Party Loans
On August 12, 2020, we
issued an unsecured promissory note to our Sponsor (the Promissory Note), pursuant to which we could borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the initial public offering. As of December 11, 2020, the total amount borrowed under the Promissory Note was
$275,000. The Promissory Note was repaid on December 16, 2020.
On December 11, 2020, our Sponsor advanced us an aggregate amount of $634,447.
We repaid the advance in full on December 16, 2020.
On December 11, 2020, our Sponsor advanced us an aggregate amount of $634,447. We repaid
the advance in full on December 16, 2020.
On November 16, 2021, January 18, 2022, February 1, 2022, April 25, 2022, May 2,
2022, May 13, 2022, June 3, 2022, June 6, 2022, and June 16, 2022, the Company received $100,000, $100,000, $250,000, $50,000, $100,000, $20,000, $25,000, $177,423 and $66,000 advances from the Sponsor or its affiliates to be
used for working capital purposes, respectively. The advances are non-interest bearing and due on demand. At December 31, 2022, the Company owed the Sponsor or its affiliates an aggregate of $1,054,510
related to these advances. In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us
with Working Capital Loans. If we complete a business combination, we would repay the Working Capital Loans out of the proceeds of the trust account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside
the trust account. In the event that a business combination does
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