What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-08-15 compared with 2022-05-16 · 35 added, 34 removed, 3 unchanged (96% of the section changed)

Unregistered Sales of Equity Securities and Use of

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.

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.

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.

Units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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.

Public Units, each Public Unit consisting of one share of common stock, one redeemable warrant and one right, for $10.00 per Public 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 Public Units to cover over-allotments.

Subsequently, the underwriters fully exercised

the over-allotment option in full and, on April 7, 2022, purchased 1,500,000 Public Units at an offering price of $10.00 per Public 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.

The SEC declared the registration

statement effective on March 30, 2022.

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.

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 Public 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.

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.

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities