Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
November 23, 2021, the Company consummated the Initial Public Offering of 17,391,200 units at $10.00 per Unit and the sale of 7,032,580
Private Warrants at a price of $1.00 per Private Warrant in a private placement to the Sponsor that closed simultaneously with the closing
of the Initial Public Offering. The Company has listed the Units on the New York Stock Exchange. On November 23, 2021, the underwriters
exercised their over-allotment option in full, according to which the Company consummated the sale of an additional 2,608,680 Units,
at $10.00 per Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant. Following the closing of the
over-allotment option, the Company generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private Placement,
of which the Company raised $199,998,800 in the Initial Public Offering, $7,796,842 in the Private Placement and of which $202,998,782
was placed in the Company’s Trust Account with Continental Stock Transfer & Company as trustee, established for the benefit
of the Company’s public shareholders. 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 . The amount of funds available for a business combination is approximately $94.59
million after payment of $5,999,964 of deferred underwriting fees and payment of an aggregate redemption amount of approximately $109.31
million as a result of the approval of the Extension Proposal.
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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