Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
On April 4, 2022, we consummated the IPO of 10,000,000
Units, each Unit consisting of one share of common stock, one redeemable warrant and one right, for $10.00 per Unit, generating gross
proceeds of $100,000,000. Each warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share,
subject to adjustment. Each right entitles the holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation
of an initial business combination. We had granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 additional
Units to cover over-allotments.
On April 7, 2022, the underwriters fully exercised
the over-allotment option to purchase 1,500,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $15,000,000.
The securities in the IPO, including the exercise by the underwriters of the over-allotment option, were registered under the Securities
Act on a registration statement on Form S-1 (No. 333-263407). The SEC declared the registration statement effective on March 30, 2022.
On April 4, 2022, simultaneously with the closing
of the IPO, we sold an aggregate of 477,500 Private Units in a private placement with the Sponsor and Chardan, at a price of $10.00 per
Private Unit, generating gross proceeds of $4,775,000. The Private Units are identical to the units sold in the IPO, except that (a) the
Private Units and underlying securities will not be transferable, assignable or salable until the consummation of our initial business
combination, except to permitted transferees, and (b) the private warrants, so long as they are held by the initial purchasers or their
permitted transferees, (i) will not be redeemable by us, (ii) may be exercised by the holders on a cashless basis, and (iii) will be entitled
to registration rights.
22
On April 7, 2022, simultaneously with the closing
of the exercise of the over-allotment option, we consummated the sale of an additional aggregate of 52,500 Private Units in a private
placement to the Sponsor and Chardan, at a purchase price of $10.00 per Private Unit, generating gross proceeds of $525,000. The Private
Units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
A
total of $ 116,150,000 of the net proceeds from the sale of the Units in the IPO and the private placement of the Private Units
on April 4, 2022 and April 7, 2022 were deposited in a trust account established for the benefit of the Company’s public stockholders
at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
For a description of the use of the proceeds generated
in our IPO, see Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of
this Quarterly Report.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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