NOTE 3. INITIAL PUBLIC OFFERING

On December 7, 2021, the Company consummated its Initial Public Offering of 25,000,000 SAIL^SM securities. Each SAIL^SM security consists of one Class A share, $0.0001 par value per share (the “Class A Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per share, subject to adjustment. The SAIL^SM securities were sold at an offering price of $10.00 per SAIL^SM securities, generating gross proceeds of $250,000,000.

On December 9, 2021, the underwriters’ exercised their over-allotment option and purchased an additional 3,750,000 SAIL^SM securities at a price of $10.00 per SAIL, generating additional gross proceeds of $37,500,000.