Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
November 24, 2021, the Company consummated its initial public offering (“IPO”) of 8,625,000 units (the “Units”)
(including the issuance of 1,125,000 Units as a result of the underwriter’s full exercise of the over-allotment option). Each Unit
consisted of one ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half
of one Ordinary Share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation
of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.
Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) of 292,250
units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,922,500. A total of $86,250,000
of the net proceeds from the sale of Units in the IPO (including the over-allotment option units) and the Private Placements on November
24, 2021 were placed in a trust account established for the benefit of the Company’s public stockholders.
The Private Units are identical to the units sold
in the IPO except with respect to certain registration rights and transfer restrictions. The holders of the Private Units agreed (A) to
vote the private shares underlying the Private Units (the “Private Shares”) and any public shares acquired by them in favor
of any proposed Initial Business Combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation
that would affect the substance or timing of our obligation to redeem 100% of our public shares if we did not complete an Initial Business
Combination by November 23, 2022 (or May 23, 2023, as applicable), unless we provided our public stockholders with the opportunity to
redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including
the Private Shares) into the right to receive cash from the trust account in connection with a stockholder vote to approve a proposed
Initial Business Combination (or sell any shares they hold to us in a tender offer in connection with a proposed Initial Business Combination) or a vote to amend the provisions of our certificate of incorporation relating to the substance or timing of our obligation to redeem
100% of our public shares if we did not complete an Initial Business Combination by November 23, 2022 (or May 23, 2023, as applicable)
and (D) that the Private Shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if
an Initial Business Combination were not consummated. Additionally, our insiders (and/or their designees) agreed not to transfer, assign
or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided
the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described
above) until the completion of an Initial Business Combination. On November 17, 2022, the Company completed the Business Combination with
EUDA Health Limited.
We
paid a total of $1,725,000, in underwriting discounts and commissions (not including the 3.5% deferred underwriting commission payable
at the consummation of initial business combination) and $649,588 for other costs and expenses related to our formation and the IPO.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
Applicable.
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