Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Use
of Proceeds
On
November 8, 2021, our Sponsor purchased 2,156,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.012
per share. Prior to the initial investment in the company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible.
The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate
number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares
would represent 20% of the outstanding shares after the Initial Public Offering (excluding the placement units and underlying securities).
As such, our initial stockholders collectively own approximately 23.6% of our issued and outstanding shares.
On
February 3, 2022, we consummated our Initial Public Offering (the “Offering”) of an aggregate of 8,625,000 units (“Units”)
including the issuance of 1,125,000 Units as a result of the underwriter’s full exercise of its over-allotment option. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.
Simultaneously
with the consummation of the Offering, the Company consummated the private placement of 473,750 units (the “Private Placement Units”)
to the Sponsor, including the issuance of 33,750 Private Placement Units in connection with the underwriter’s full exercise of
its over-allotment option, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,735,500 (the “Private
Placement”).
Of
the gross proceeds received from the Offering, including the full exercise of the over-allotment option, and the Private Placement Units,
$86.25 million and $4.7 million was placed in the Trust Account, respectively.
On
February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000. In addition, the underwriters are entitled
to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the
underwriting agreement.
There
has been no material change in the planned use of the proceeds from the Offering and the Private Placement as is described in the final
prospectus included in the IPO Registration Statement.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
Applicable.
21
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