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 Placement Warrants at a price of $1.00 per Private Placement 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 Placement Warrants, at $1.00 per Private Placement
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 $ 63.87
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 First Extension Proposal, and an aggregate redemption amount of approximately $23.8
million as a result of the approval of the Second 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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