Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
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. 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.
In connection with the shareholder
vote to approve the Extension Amendment in the Extraordinary General Meeting on March 2, 2023, the holders of 15,300,532 Class A ordinary
shares property exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an
aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million in the trust account.
On April 5, 2023, in accordance
with the provisions of the Second Amended and Restated Memorandum and Articles of Association of the Company, the Sponsor exercised its
right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of Class
A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis. Following such conversion, there were 6,561,968
ordinary shares of the Company issued and outstanding, consisting of 3,749,468 Class A ordinary shares and 2,812,500 Class B ordinary
shares.
For a description of the use
of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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