−Removed: Unregistered Sales of Equity Securities,
−Removed: Use of Proceeds, and Issuer Purchases of Equity Securities
−Removed: Use of Proceeds
−Removed: In connection with the Initial Public Offering,
−Removed: we incurred offering costs of approximately $17.2 million (including deferred underwriting commissions of approximately $10.5 million).
−Removed: Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering.
−Removed: After deducting the underwriting
−Removed: discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination,
−Removed: if consummated) and the Initial Public Offering expenses, $300.0 million of the net proceeds from our Initial Public Offering and certain
−Removed: of the proceeds from the Private Placement Units (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account.
−Removed: The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Units are held in the Trust
−Removed: Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.
−Removed: There has been no material change in the planned
−Removed: use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related
−Removed: to the Initial Public Offering.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
+Added: During the three months ended March 31, 2024, we had the following sales of unregistered sales of equity securities:
+Added: On March 5, 2024, we issued 70,502 shares of common stock upon the conversion of a convertible promissory note issued by us to Geng Cui in a private placement on October 3, 2023 in the principal amount of $250,000 (and accrued interest) at a conversion price per share of $4.00.
+Added: This issuance was made pursuant to the exemption from registration under the Securities Act in reliance on Section 4(a)(2).
+Added: On March 5, 2024, we issued 98,702 shares of common stock upon the conversion of a convertible promissory note issued by us to Kelly and Finley White in a private placement on October 3, 2023 in the principal amount of $350,000 (and accrued interest) at a conversion price per share of $4.00.
+Added: This issuance was made pursuant to the exemption from registration under the Securities Act in reliance on Section 4(a)(2).
+Added: On March 21, 2024, we issued 15,000 shares of common stock valued at $25,500 as of December 31, 2023 to MZHCI, LLC related to an investor relations consulting agreement.
+Added: This issuance was made pursuant to the exemption from registration under the Securities Act in reliance on Section 4(a)(2).
DEFAULTS UPON SENIOR SECURITIES.
−Removed: Mine Safety Disclosures
−Removed: Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.