What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-08-02 compared with 2022-05-23 · 39 added, 30 removed, 2 unchanged (97% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.

March 22, 2021, we issued 8,625,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000, or approximately

$0.003 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

In addition, we issued

200,000 Class A ordinary shares, at a price of $0.0001 per share, to each of EarlyBirdCapital and Sova Capital and/or their respective

designees for an aggregate of 400,000 Class A ordinary shares in a private placement in March 2021.

On June 10, 2021 and July 14,

2021, our sponsor forfeited an aggregate of 4,312,500 founder shares, such that our sponsor owns an aggregate of 4,312,500 founder shares.

In addition, on June 10, 2021 and July 14, 2021, each of EarlyBirdCapital and Sova Capital forfeited 50,000 underwriter founder

In July 2021, our sponsor transferred 50,000 founder shares to each of our independent director nominees at their original purchase

September 8, 2021, we consummated the Initial Public Offering of 15,000,000 Units.

Each Unit consists of one Class A ordinary share,

par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (each, a “Warrant”), each Warrant

entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant

to the Company’s registration statement on Form S-1 (File Nos.

The Units were sold at an offering price of $10.00

per Unit, generating gross proceeds of $150,000,000.

September 9, 2021, the underwriters notified the Company of their exercise of the over-allotment option in full and, on September 13,

2021, the underwriters purchased 2,250,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the

closing of the over-allotment option, generating additional gross proceeds of $22,500,000.

previously reported on a Current Report on Form 8-K of the Company, on September 8, 2021, simultaneously with the consummation of the

Offering, the Company completed a private placement of an aggregate of 8,400,000 warrants (the “Private Placement Warrants”)

at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,400,000 (the “Private Placement”).

On September 13, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 900,000

Private Warrants at $1.00 per additional Private Warrant (the “Additional Private Warrants”), generating additional gross

proceeds of $900,000.

total of $22,950,000 of the net proceeds from the sale of the Additional Units and the Additional Private Warrants was deposited in a

trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company

acting as trustee, bringing the aggregate proceeds held in the Trust Account to $175,950,000.

a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Unregistered Sales of Equity Securities

and Use of Proceeds from Registered Securities.

On March 22, 2021, we issued 8,625,000 Class B

ordinary shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share, pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

In addition, we issued 200,000 Class A ordinary shares, at a price

of $0.0001 per share, to each of EarlyBirdCapital and Sova Capital and/or their respective designees for an aggregate of 400,000 Class

A ordinary shares in a private placement in March 2021.

On June 10, 2021 and July 14, 2021, our sponsor forfeited an aggregate

of 4,312,500 founder shares, such that our sponsor owns an aggregate of 4,312,500 founder shares.

In addition, on June 10, 2021 and

July 14, 2021, each of EarlyBirdCapital and Sova Capital forfeited 50,000 underwriter founder shares.

In July 2021, our sponsor transferred

50,000 founder shares to each of our independent director nominees at their original purchase price.

On September 8, 2021, we consummated the Initial

Public Offering of 15,000,000 Units.

Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary

Shares”) and one redeemable warrant (each, a “Warrant”), each Warrant entitling the holder thereof to purchase one Ordinary

Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form

S-1 (File Nos.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $150,000,000.

On September 9, 2021, the underwriters notified

the Company of their exercise of the over-allotment option in full and, on September 13, 2021, the underwriters purchased 2,250,000 additional

Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating additional

gross proceeds of $22,500,000.

As previously reported on a Current Report on

Form 8-K of the Company, on September 8, 2021, simultaneously with the consummation of the Offering, the Company completed a private placement

of an aggregate of 8,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant,

generating gross proceeds of $8,400,000 (the “Private Placement”).

On September 13, 2021, simultaneously with the sale

of the Additional Units, the Company consummated the sale of an additional 900,000 Private Warrants at $1.00 per additional Private Warrant

(the “Additional Private Warrants”), generating additional gross proceeds of $900,000.

A total of $22,950,000 of the net proceeds from

the sale of the Additional Units and the Additional Private Warrants was deposited in a trust account established for the benefit of the

Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee, bringing the aggregate proceeds

held in the Trust Account to $175,950,000.

For a description of the use of the proceeds generated

in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities