Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered
Sales of Equity Securities
On
February 7, 2022, our sponsor acquired 1,725,000 founder shares for an aggregate purchase price of $25,000. We also issued an aggregate
of 125,000 EBC founder shares to EBC on July 11, 2022 for an aggregate purchase price of $1,750.
Simultaneously
with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of 365,000
units (the “Private Placement Units”) to the Sponsor and 25,000 Private Placement Units to EBC at a purchase price of $10.00
per Private Placement Unit, generating gross proceeds to the Company of $3,900,000. The Private Placement Units are identical to the
Units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement
Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No
underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On December 29, 2022, simultaneously
with the sale of the over-allotment Units, the Company consummated the private sale of an additional 37,904 Private Placement Units to
the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds of $405,000.
Use
of Proceeds
On
December 22, 2022, the Company consummated the initial public offering of 6,000,000 Units (the “Units” and, with respect
to the Common stock included in the Units sold, the “Public Shares”), including 900,000 Units that were issued pursuant to
the underwriters’ exercise of their over-allotment option in full on December 29, 2022, at $10.00 per Unit, generating gross proceeds
of $73,305,000.
Simultaneously
with the closing of the initial public offering, we consummated the sale of 365,000 Private Placement Units to the Sponsor and 25,000
Private Placement Units to EBC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of
$3,900,000. On December 29, 2022, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale
of an additional 37,904 Private Placement Units to the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds
of $405,000.
The
underwriter was paid a cash underwriting discount of $0.20 per Unit, or $1,725,000 in the aggregate upon the closing of the Initial Public
Offering.
19
On
June 3, 2022, we issued an unsecured promissory note to our Sponsor (the “Promissory Note”), pursuant to which we received
proceeds of $150,000 to cover expenses related to the initial public offering. As of March 31, 2023, there were no borrowings outstanding
under the Promissory Note and the Promissory Note then expired.
Transaction
costs related to the issuances described above amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other
offering costs, and $1,425,000 to trust account. After deducting the underwriting discounts and commissions and offering expenses, the
total net proceeds from the initial public offering and the sale of the Private Placement Units $71,030,000 (or $10.20 per share sold
in the initial public offering) was placed in the Trust Account.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.