Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
At
the end of December 31, 2021, the Company has issued an aggregate of 5,833,083 Class B ordinary shares to the Sponsor for an aggregate
purchase price of $25,100 in cash. Our Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares
to JonesTrading as Representative Shares.
On
November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units, at $10.00 per Unit, generating gross proceeds
of $199,998,800, and incurring offering costs of $9,351,106 of which $5,999,964 was for deferred underwriting commissions. Each Unit
consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, where each whole warrant entitles the holder
to purchase one Class A ordinary share. The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680
Units at the Initial Public Offering price to cover over-allotments, if any. Simultaneous with the close of the Initial Public Offering,
the over-allotment option was exercised in full.
Simultaneously
with the closing of the Offering, the Company consummated the Private Placement of an aggregate of 7,796,842 Private Placement Warrants
to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7,796,842.
Transaction
costs amounted to $9,351,106, consisting of $2,499,985 of underwriting
fees, $5,999,964 was for deferred underwriting commissions, $268,617 for the fair value of the Representative Shares and $582,540 of other
offering costs.
Following
the closing of the Initial Public Offering and the exercise of the over-allotment
partially by the underwriter on November 23, 2021, an amount of $202,998,782 ($10.15 per Unit) from the net proceeds of the sale of the
Units in the Initial Public Offering and the sale of the Private Placement Warrants of $7,796,842 was placed in the Trust Account, located
in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money
market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the
Trust Account, as described below.
The
Company has listed the Units on the NYSE. The Company’s management has broad discretion with respect to the specific application
of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net
proceeds are intended to be applied generally toward consummating a Business Combination.
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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