Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 22, 2020, in connection with the IPO, Adrienne Harris, Kai
Schmitz and Kurt Summers were appointed to the board of directors of the Company (the Board). Effective September 22, 2020, Ms. Harris, Mr. Schmitz and Mr. Summers were appointed to the Boards Audit Committee
and the Boards Nominating and Corporate Governance Committee, and Ms. Harris and Mr. Summers were appointed to the Boards Compensation Committee, with Mr. Schmitz serving as chair of the Audit Committee, Ms. Harris
serving as chair of the Nominating and Corporate Governance Committee and Mr. Summers serving as chair of the Compensation Committee.
Following the appointment of Ms. Harris, Mr. Schmitz and Mr. Summers, the Board is comprised of the following three classes:
the term of office of the first class of directors, consisting of Kai Schmitz, will expire at the Companys first annual general meeting. The term of office of the second class of directors, consisting of Adrienne Harris and Kurt Summers, will
expire at the Companys second annual general meeting. The term of office of the third class of directors, consisting of John Martin and Gordon Watson, will expire at the Companys third annual general meeting.
On September 22, 2020, in connection with their appointments to the Board, each of the members of the Board entered into the Letter
Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
Prior to the IPO, on September 22, 2020, the Sponsor transferred 20,000 Class B ordinary shares of the Company to each of Adrienne
Harris, Kai Schmitz and Kurt Summers, each at the same per share price paid by the Sponsor (founder shares), resulting in the Sponsor holding 5,690,000 founder shares.
Other than the foregoing, each of Ms. Harris, Mr. Schmitz and Mr. Summers is not party to any arrangement or understanding with
any person pursuant to which he was appointed as director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in
their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On September 22, 2020, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association
(the Amended Charter), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 8.01. Other Events.
A total of $200,000,000, comprised of $196,000,000 of the proceeds from the IPO (which amount includes $7,000,000 of the underwriters
deferred discount) and $4,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as
trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be
released from the trust account until the earliest of (i) the completion of the Companys initial business combination, (ii) the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the
public shares) properly submitted in connection with a shareholder vote to amend the Companys Amended Charter (A) to modify the substance or timing of the Companys obligation to redeem 100% of the public shares if it does not
complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business
combination activity or (iii) the redemption of the Companys public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.
On September 22, 2020, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On September 25, 2020, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.