UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: On July 13, 2021, we consummated the initial public offering (the “Initial Public Offering”) of 12,500,000 units (the “Units”).
−Removed: Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”) and one-half of one warrant of the Company (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statements on Form S-1 (File No.
−Removed: The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $125,000,000.
−Removed: On July 13, 2021, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,875,000 additional Units (the “Additional Units”) at $10.00 per Unit upon the closing of the over-allotment option, generating gross proceeds of $18,750,000.
−Removed: The over-allotment option closed on July 15, 2021.
−Removed: As previously reported on a Form 8-K, on July 13, 2021, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of an aggregate of 6,500,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,500,000.
−Removed: On July 15, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 750,000 Private Placement Warrants at $1.00 per additional Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of $750,000.
−Removed: A total of $18,375,000 of the net proceeds from the sale of the Additional Units and the Additional Private Units was deposited in a trust account established for the benefit of the Company’s public stockholders, with Continental Stock Transfer & Trust Company acting as trustee, bringing the aggregate proceeds held in the Trust Account to $146,625,000.
+Added: In March 2021, the Company issued an aggregate of 3,593,750 founder shares to the Sponsor, for a subscription price of $25,000, or approximately $0.007 per share, 468,750 of which were subject to forfeiture in the event the underwriters’ option to purchase additional units is not exercised in full.
+Added: On May 14, 2021, the Sponsor transferred an aggregate of 15,000 founder shares to an entity controlled by Andrew Stewart, one of our advisors.
+Added: On July 9, 2021, the Company consummated its IPO of 12,500,000 Units.
+Added: Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in private placements to the Sponsor.
+Added: On July 13, 2021, the underwriters exercised the over-allotment option in full, hence 468,750 founder shares are no longer subject to forfeiture.
+Added: Simultaneously with the closing of the over-allotment option, the Company consummated the sale of 750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in private placements to the Sponsor.
+Added: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial business combination.
+Added: We may withdraw interest to pay taxes, if any.
+Added: Our annual income tax obligations, if any, will depend on the amount of interest and other income earned on the amounts held in the Trust Account.
+Added: To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
+Added: Prior to the completion of our initial business combination, we will have available to us the approximately $500,000 of proceeds held outside the Trust Account.
+Added: We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.
For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
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