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Subsequent Events
7 Months Ended
Sep. 30, 2021
Subsequent Events  
Subsequent Events

Note 8— Subsequent Events

On November 3, 2021 (the “Effective Date”), the registration statements for the IPO were declared effective by the SEC. On November 8, 2021, the Company completed its IPO of 34,500,000 Units, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000 which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 8,260,606 Private Placement Warrants to the Sponsor and 1,139,394 Private Placement Warrants to CA2 Co-Investment, each at a price of $1.00 per Private Placement Warrant, generating total proceeds of $9,400,000, which is described in Note 4.

The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsor Loans shall be repaid or converted into warrants (“Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants.

Offering costs amounted to $18,394,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $455,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability recorded in accumulated deficit. In addition, $2,089,239 of cash was held outside of the Trust Account and is available for working capital purposes.

On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding. At September 30, 2021, the total number of Class B common shares outstanding have been adjusted to reflect the issuance of the additional shares. The number of founder shares outstanding was adjusted based on the IPO of 34,500,000 Units such that the founder shares would represent 20% of the outstanding shares after the IPO.