What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-11-20 compared with 2023-08-18 · 45 added, 49 removed, 2 unchanged (98% of the section changed)

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.

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

For 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.

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 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.

As previously reported on a Current Report on Form 8-K of the Company,

on September 8, 2021, simultaneously with the consummation of the Initial Public 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 the 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 Proposal

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 Charter,

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 (of which

1,949,468 shares are redeemable) and 2,812,500 Class B ordinary shares.

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