compensation. Any compensation to be paid to our executive officers will be determined by a compensation committee constituted solely by independent directors.
We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the ownership of the Company’s securities, neither the Designees nor holders of more than 10% of any class of our Ordinary Shares, nor any member of the immediate family of such person, have, to the knowledge of the Company (which, in relation to any Designee, is based on representations from the New Sponsor), had a material interest, direct or indirect, during the fiscal year ended December 31, 2022, or the fiscal year ended December 31, 2021, in any transaction or proposed transaction which may materially affect the Company.
Related Party Transactions
In March 2021, our Sponsor paid an aggregate of $25,000 to cover certain of our expenses on behalf of us in exchange for the issuance of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, for an aggregate purchase price of $25,000, or approximately $0.004 per share.
Up to 750,000 Class B Ordinary Shares were subject to forfeiture by our Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised, so that the number of Class B Ordinary Shares collectively represent 20% of the Company’s issued and outstanding Ordinary Shares after the IPO. Since the underwriter did not exercise the over-allotment option in full, the Sponsor surrendered 259,717 Class B Ordinary Shares, which were forfeited by the Company. As a result of such forfeiture, there were as of December 31, 2022, 5,490,283 Class B Ordinary Shares issued and outstanding.
The Sponsor and the current Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of Class B Ordinary Shares until the earlier of (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the last reported sale price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
On May 12, 2021, the Sponsor transferred 90,000 Class B Ordinary Shares in the aggregate to the Company’s current independent directors (30,000 Class B Ordinary Shares to each of Ana Cabral-Gardner, Denis Barros Pedreira and Camilo de Oliveira Tedde) (the “Director Shares”) at a price of $0.004 per share for gross proceeds of approximately $390.
In connection with the IPO, the Sponsor purchased an aggregate of 4,261,485 Private Placement Warrants at a price of $1.00 per warrant. Each Private Placement Warrant may be exercised for one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Subject to certain exceptions, the Private Placement Warrants (including Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the consummation of our initial business combination.
We engaged XP Investimentos, an indirect wholly owned subsidiary of XP and an affiliate of the Sponsor, as our financial adviser to provide financial consulting services, consisting of a review of deal structure and terms and related advice in connection with the IPO, for which it received an advisory fee of $1,725,443. Additionally, XP Investimentos will be entitled to a $2,305,919 deferred advisory fee that the Company agreed to pay in connection with the IPO upon the consummation of a business combination.