Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our units, public shares and public warrants each trade on the Nasdaq Capital Market under the symbols “CNTQU,” “CNTQ,” and “CNTQW,” respectively. Our units began trading on August 11, 2021, and our shares of common stock and warrants began separate public trading on August 24, 2021.
Holders
As of December 31, 2021, there was one holder of record of our units, eight holders of record of our separately traded public shares, and two holders of record of our separately traded public warrants. The number of record holders does not include beneficial owners of our units, public shares, or public warrants, as such securities are held in the names of various security brokers, dealers, and registered clearing agencies held through Cede & Co.
Dividends
We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and subject to Delaware law. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Performance Graph
Not applicable.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Sales of Securities
On July 23, 2020, the Sponsor purchased 1,000,000 founder shares for an aggregate purchase price of $25,000. On March 4, 2021, the Company effected a 2.875-for-1 stock split, resulting in 2,875,000 founder shares being held by the Sponsor. In May and June 2021, the Sponsor transferred 20,000 founder shares to each of Messrs. Biele, Boyle, Hardamon, Thakrar and Thomson and Ms. Jardins. On August 10, 2021, we effectuated a 1.1-for-1 stock split, resulting in an aggregate of 3,162,500 founder shares outstanding. The sale and transfers of the founder shares was conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
69
Table of Contents
On August 10, 2021, the registration statement (File No. 333-254010) relating to the Initial Public Offering of the Company, was declared effective by the SEC, and the Company subsequently filed, on August 11, 2021, a registration statement on Form S-1 (File No. 333-258699) pursuant to Rule 462(b) under the Securities Act to cover the registration of additional units relating to the Initial Public Offering of the Company, which was effective immediately upon filing. On August 13, 2021, the Company consummated the Initial Public Offering of 11,000,000 units. The 11,000,000 units sold on August 13, 2021, were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $110,000,000. The Company granted the underwriters a 45-day option to purchase up to 1,650,000 additional units to cover over-allotments, if any.
On August 13, 2021, in connection with the consummation of the Initial Public Offering, the Company completed the Private Placement of 4,361,456 private warrants to Warrant Holdings, at a purchase price of $0.93 per private warrant, generating gross proceeds to the Company of $4,052,000. The Private Placement was conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
As of August 13, 2021, a total of $111,650,000 of the net proceeds from the Initial Public Offering and the Private Placement were deposited in a trust account.
On August 16, 2021 the underwriters of the Initial Public Offering exercised their over-allotment option in full. The closing of the offer and sale of the additional units, at a price of $10.00 per unit, pursuant to the over-allotment option occurred on August 18, 2021 and resulted in total gross proceeds of $16,500,000 to the Company. Pursuant to the over-allotment option, the Company consummated the private sale of an additional 266,402 private warrants, at a price of $0.93 per private warrant, to Warrant Holdings. Such private warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
On August 18, 2021, a total of $16,747,500, comprised of the proceeds of the sale of the units and the private warrants, in connection with the underwriters’ full exercise of their over-allotment option, was placed in the trust account.
The private warrants sold by the Company to Warrant Holdings in connection with the Initial Public Offering and the over-allotment option are identical to the public warrants except that the private warrants, so long as they are held by the initial purchasers or their respective permitted transferees, (i) will not be redeemable by the Company, (ii) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the initial purchaser until 30 days after the completion of the Company’s business combination, and (iii) may be exercised by the holders on a cashless basis. No underwriting discounts or commissions were paid with respect to such sale.
Use of Proceeds
In connection with the Initial Public Offering and the underwriters’ full exercise of their over-allotment option, a total of $128,397,500 was placed in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest that may be needed to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination by August 13, 2022 (or November 13, 2022 or February 13, 2023, as applicable, if the time period is extended) and (ii) a redemption to public stockholders prior to any voluntary winding-up in the event the Company does not consummate its initial business combination within the applicable period
ITEM 6. RESERVED.
70
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.