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
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. 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.
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 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.
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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