Item 2. Unregistered Sales of Equity Securities
Item 2. 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. 333-258183). 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.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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