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Item 2. Unregistered Sales of Equity Securities

2022-11-07 compared with 2022-08-10 · 60 added, 64 removed, 10 unchanged (93% of the section changed)

UNREGISTERED SALES

OF EQUITY SECURITIES AND USE OF PROCEEDS

Use of Proceeds

26, 2021, we consummated our initial public offering of 6,200,000 units.

Each unit consists of one share of common stock, par value $0.00001

per share, one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock

for $11.50 per share, subject to adjustment, and one right to receive one-seventh (1/7 th ) of one share of common stock upon

the consummation of our initial Business Combination.

The units were sold at a price of $10.00 per unit, generating gross proceeds to

us of $62,000,000.

In connection with our initial public offering, the underwriters were granted

a 45-day option to purchase up to 930,000 additional units to cover over-allotments, if any.

On November 30, 2021, the underwriters

purchased an additional 300,000 units pursuant to the partial exercise of the over-allotment option.

The additional units were sold at

an offering price of $10.00 per unit, generating additional gross proceeds of $3,000,000.

The securities sold in the Initial

Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The SEC declared the

registration statement effective on November 22, 2021.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

November 26, 2021, we consummated our initial public offering of 6,200,000 units.

Each unit consists of one share of common stock, par

value $0.00001 per share, one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share

of common stock for $11.50 per share, subject to adjustment, and one right to receive one-seventh (1/7 th ) of one share of

common stock upon the consummation of our initial Business Combination.

The units were sold at a price of $10.00 per unit, generating

gross proceeds to us of $62,000,000.

In connection with our initial public offering, the underwriters

were granted a 45-day option to purchase up to 930,000 additional units to cover over-allotments, if any.

On November 30, 2021,

the underwriters purchased an additional 300,000 units pursuant to the partial exercise of the over-allotment option.

The additional

units were sold at an offering price of $10.00 per unit, generating additional gross proceeds of $3,000,000.

The securities

sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The SEC declared the registration statement effective on November 22, 2021.

Simultaneously

with the consummation of the initial public offering, we completed the private sale of an aggregate of 2,500,000 private warrants to our

Sponsor at a purchase price of $1.00 per private warrant, generating gross proceeds to the Company of $2,500,000.

The issuance of the

private warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

total of $65,000,000 of the proceeds from the sale of the units and private placement warrants, including the sale of the units from the

partial exercise of the over-allotment option, were placed in a U.S.-based Trust Account at J.P.

with the consummation of the initial public offering, we completed the private sale of an aggregate of 2,500,000 private warrants to

our Sponsor at a purchase price of $1.00 per private warrant, generating gross proceeds to the Company of $2,500,000.

The issuance of

the Private Placement Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

total of $65,000,000 of the proceeds from the sale of the Units and Private Placement Warrants, including the sale of the Units from

the partial exercise of the over-allotment option, were placed in a U.S.-based Trust Account at J.P.

Morgan Chase Bank, N.A., with Continental

Stock Transfer & Trust Company acting as trustee.

previously advanced expenses or loaned us the sum of $125,872, evidenced by a note dated as of June 11, 2021.

In connection with the completion

of our initial public offering, the Sponsor instructed us to offset repayment of the amount outstanding under the note with a corresponding

portion of the purchase price for the private placement of warrants.

Except with respect to the repayment of the foregoing loan, no payments

for our expenses were made in the offering described above directly or indirectly to (i) any of our directors, officers or their associates,

(ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

transaction costs for our initial public offering of $1,697,431, consisting of $1,300,000 of underwriting fees and $397,431 of other offering

The net proceeds from our IPO available to us out of trust for our working capital requirements in searching for a Business Combination

and for working capital requirements was approximately $900,000.

We have been using the proceeds for legal, accounting and other expenses

of structuring and negotiating potential Business Combinations, due diligence of prospective target businesses, legal and accounting fees

related to SEC reporting obligations, our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by

our founders, officers and directors in connection with activities on our behalf as described above.

There has been no material change

in the planned use of proceeds from our offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) related

to the Initial Public Offering.

held in trust has been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the

Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act which invest only in direct U.S.

government treasury obligations, so that we are not deemed to be an

investment company under the Investment Company Act.

Except with respect to interest earned on the funds held in the Trust Account that

may be released to us to pay our income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier

of the completion of a Business Combination or our redemption of 100% of the outstanding public shares if we have not completed a Business

Combination in the required time period.

The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target

business with which we complete a Business Combination.

Any amounts not paid as consideration to the sellers of the target business may

be used to finance operations of the target business.

Sponsor previously advanced expenses or loaned us the sum of $125,872, evidenced by a note dated as of June 11, 2021.

In connection with

the completion of our Initial Public Offering, the Sponsor instructed us to offset repayment of the amount outstanding under the note

with a corresponding portion of the purchase price for the Private Placement Warrants.

Except with respect to the repayment of the foregoing

loan, no payments for our expenses were made in the offering described above, directly or indirectly, to (i) any of our directors, officers

or their associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

incurred transaction costs for our initial public offering of $1,697,431, consisting of $1,300,000 of underwriting fees and $397,431

of other offering costs.

The net proceeds from our Initial Public Offering available to us out of trust for our working capital requirements

in searching for a Business Combination and for working capital requirements was approximately $900,000.

We have been using the proceeds

for legal, accounting and other expenses of structuring and negotiating potential Business Combinations, due diligence of prospective

target businesses, legal and accounting fees related to SEC reporting obligations, our monthly office rent, as well as for reimbursement

of any out-of-pocket expenses incurred by our founders, officers and directors in connection with activities on our behalf as described

There has been no material change in the planned use of proceeds from our offering as described in our final prospectus filed

with the SEC pursuant to Rule 424(b) related to the Initial Public Offering.

funds held in the Trust Account have been invested only in United States “government securities” within the meaning of Section

2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under

Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, so that we are

not deemed to be an investment company under the Investment Company Act.

Except with respect to interest earned on the funds held in

the Trust Account that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the Trust

Account until the earlier of the completion of a Business Combination or our redemption of 100% of the outstanding Public Shares if we

have not completed a Business Combination in the required time period.

The proceeds held in the Trust Account may be used as consideration

to pay the sellers of a target business with which we complete a Business Combination.

Any amounts not paid as consideration to the sellers

of the target business may be used to finance operations of the target business.

directors and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our

1 unchanged sentence

Combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their

Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or our

or their respective affiliates, with any interested director abstaining from such review and approval.

Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or

our or their respective affiliates, with any interested director abstaining from such review and approval.

There is no limit on the amount

of such expenses reimbursable by us;

provided, however, that to the extent such expenses exceed the available proceeds not deposited in

the Trust Account, such expenses would not be reimbursed by us unless we consummate an initial Business Combination.

Since the role of

present management after a Business Combination is uncertain, we have no ability to determine what remuneration, if any, will be paid

provided, however, that to the extent such expenses exceed the available proceeds not deposited

in the Trust Account, such expenses would not be reimbursed by us unless we consummate an initial Business Combination.

Since the role

of present management after a Business Combination is uncertain, we have no ability to determine what remuneration, if any, will be paid

to those persons after a Business Combination.

DEFAULTS UPON

SENIOR SECURITIES

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

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