Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Recent Sales of Unregistered Securities
−Removed: We did not sell any unregistered equity securities during the quarter ended June 30, 2025.
−Removed: Use of Proceeds from our IPO
−Removed: On December 14, 2021, we consummated our IPO of 23,000,000 Units, which included 3,000,000 Units issued pursuant to the exercise in full by BofA Securities, Inc., the underwriter, of its over-allotment option, which option was granted to the underwriter under the underwriting agreement for our IPO.
−Removed: The Units were sold at a price of $10.00 per Unit, and our IPO generated gross proceeds of $230,000,000.
−Removed: The securities sold in our IPO were registered under the Securities Act on a registration statement on Form S-1 (No.
−Removed: The SEC declared the registration statement effective on December 9, 2021.
−Removed: At the time of the consummation of our IPO, we paid a total of $4,600,000 in underwriting fees related to our IPO.
−Removed: In addition, the underwriter agreed to defer $8,050,000 in underwriting fees.
−Removed: On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee.
−Removed: On December 14, 2021, a total of $234,600,000 of the net proceeds from our IPO and the Private Placement were deposited in the Trust Account.
−Removed: The net proceeds deposited into the Trust Account remain on deposit in the Trust Account and are available for a Business Combination, assuming no redemptions, before fees and expenses associated with our initial Business Combination.
−Removed: The proceeds held in the Trust Account will be invested only in U.S.
−Removed: government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.
−Removed: government treasury obligations.
−Removed: Through December 14, 2021, we incurred $1,285,218 for other costs and expenses related to our IPO.
−Removed: In connection with the vote to approve the Extension Amendment Proposal, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657.
−Removed: The Trustee redeemed $197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023.
−Removed: In connection with the Second Extension Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591.
−Removed: In connection with the Third Extension Special Meeting, the holders of 1,125,126 shares of Class A common stock properly exercised their right to redeem their shares at a redemption price of approximately $11.15 per share of Class A common stock, for an aggregate redemption amount of $12,543,118.
−Removed: Purchases of Equity Securities by the Issuer and Affiliated Purchasers during the Quarter Ended June 30, 2025
+Added: On September 11, 2025, we sold 42,500 shares of our Class A Common Stock to an unaffiliated third party.
+Added: The price of the Class A Common Stock was $10.00 per share, for a total purchase price of $425,000.
+Added: The issuance of the Class A Common Stock was made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
+Added: The purchaser is an “accredited investor” as defined in Regulation D, and the sale of the Class A Common Stock was made without general solicitation or advertising.
+Added: No commissions were paid in connection with the sale of these securities.
Defaults upon Senior Securities
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