Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
units are currently traded on The Nasdaq Capital Market under the symbol “GPCOU” and started trading on The Nasdaq Capital
Market on June 22, 2021. The ordinary shares, rights and warrants comprising the units began separate trading on July 30, 2021 and are
traded on NASDAQ under the symbols “GPCO,” “GPCOR” and “GPCOW”, respectively.
Holders
of Record
At March 8, 2022, there were
749,650 of our units issued and outstanding held by 2 holders of record. Assuming all united are separated into ordinary shares, rights
and warrants, at March 8, 2022, there were 6,020,500 rights issued and outstanding held by 2 holders of record (assuming all of the units
were separated into their component parts on such date). At March 8, 2022, there were 6,020,500 warrants issued and outstanding held by
2 holders of record (assuming all of the units were separated into their component parts on such date). At March 8, 2022, there were 7,458,000
ordinary shares issued and outstanding and 2 holders of record (assuming all of the units were separated into their component parts on
such date).
The
number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities
whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.
The
transfer agent for our units and ordinary shares and warrant agent for our warrants and the rights agent for our rights is Vstock Transfer
LLC. We have agreed to indemnify Vstock Transfer LLC in its roles as transfer agent and warrant agent, its agents and each of its shareholders,
directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out
of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct
or bad faith of the indemnified person or entity.
Dividends
We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our Board of Directors at such time and we will only
pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further,
if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.
Sales
of Unregistered Securities
Subsequent
to December 31, 2020, our sponsor purchased a total 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately
$0.02 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
In
addition, at the time of our IPO complete on June 24, 2021, our sponsor purchased an aggregate of 270,500 private placement units, at
a price of $10.00 per unit for an aggregate purchase price of $2,705,000. Each unit consists of one private placement ordinary share,
one private placement right granting the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon the consummation
of a business combination, and one private placement warrant. Each private placement warrant is exercisable to purchase one-half of one
ordinary share at a price of $11.50 per whole share, in a private placement that closed simultaneously with the closing of the offering.
These purchases took place on a private placement basis simultaneously with the completion of our public offering. These issuances were
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions
were paid with respect to such sales.
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Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Use
of Proceeds
On
June 24, 2021, we consummated our initial public offering of 5,750,000 units, inclusive of the over-allotment option of 750,000 Units. Each Unit
consists of one ordinary share, par value $0.0001 per share, one warrant entitling its holder to purchase one-half of one ordinary share
at a price of $11.50 per ordinary share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the
Company’s initial business combination.
The
Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.
Simultaneously with the closing
of the IPO, the Company consummated the Private Placement with its sponsor, Greenland Asset Management Corporation, a British Virgin
Islands company for the purchase of 270,500 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $ $2,705,000,
pursuant to the Private Placement Unit Purchase Agreement, a copy of which was filed as an exhibit to the Registration Statement for
the IPO as filed with the Commission.
The
Sponsor had previously advanced expenses or loaned the Company the sum of $453,364, evidenced in part by a note dated as of December
19, 2020 which loan was payable upon the earlier of completion of the IPO or December 31, 2021. In connection with the completion of
the IPO, the note was repaid in full via an offset of certain amounts due under the Private Placement subscription.
A total of $58,075,000 of
the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s
public shareholders, established with Wilmington Trust, National Association acting as trustee, at an account at Morgan Stanley.
The Company incurred transaction
costs for its IPO of $2,887,500, consisting of $1,150,000 of underwriting fees, $1,437,500 of deferred underwriting fees and $300,000
of other offering costs. In addition, at June 30, 2021, cash of $509,568 and cash held in escrow of $9,000 were held outside of the Trust
Account and was available for the payment of offering costs and for working capital purposes.
The
rules of the NASDAQ provide that at least 90% of the gross proceeds from the IPO and the private placement be deposited in a trust account.
Of the net proceeds of the IPO and the sale of the private placement units, $58,075,000, including $1,437,500 of deferred underwriting
commissions, upon the consummation of the IPO, were invested only in U.S. government treasury bills with a maturity of 180 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
U.S. government treasury obligations. We will not be permitted to withdraw any of the principal or interest held in the trust account
except for the withdrawal of interest to pay taxes, if any, the proceeds from the IPO and the sale of the private placement units will
not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption
of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our
initial business combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the IPO if we extend
the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders’ rights
or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business
combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time
to consummate a business combination), subject to applicable law.
Officers,
directors and founders will receive reimbursement for any out-of-pocket expenses incurred by them related to identifying, investigating
and completing an initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our
sponsor, officers or directors, or our or their affiliates.
The net proceeds from our
IPO available to us out of trust for our working capital requirements in searching for a business combination and for working capital
requirements are currently approximately $48,955. We intend to use the proceeds for
legal, accounting, due diligence, travel, and other expenses in connection with any business combination, legal and accounting fees related
to regulatory reporting obligations, payment for office space, administrative and support services, NASDAQ continued listing fees, and
Director and Officer liability insurance premiums.
ITEM
6. RESERVED
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