Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Use of Proceeds
On September 8, 2021, we consummated our Initial Public Offering of 28,750,000 Units, which included 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $287,500,000. EF Hutton, division of Benchmark Investments, LLC acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-256472). The SEC declared the registration statements effective on September 2, 2021.
Simultaneously with the closing of our Initial Public Offering, we completed the private sale of an aggregate of 1,133,484 Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $11,334,840. This issuance of Placement Units was be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Placement Units are identical to the Units sold in the Initial Public Offering, except that the Placement Units are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
A total of $293,250,000, comprised of $283,906,250 of the proceeds from our Initial Public Offering (which amount includes $10,062,500 of the underwriters’ deferred commissions) and $9,343,750 of the proceeds of the sale of the Placement Units, was placed in the Trust Account. The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.
In connection with the Initial Public Offering, we incurred $15,668,029 in transaction costs, including $3,593,750 of underwriting discounts and commission, $10,062,500 of deferred underwriting fees, fair value of representative shares of $1,437,500 and $574,279 of other offering costs.
There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in our final prospectus dated September 2, 2021 and filed with the SEC on September 8, 2021.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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