Item 1A. Risk Factors
Item 1A. Risk Factors
As
of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our final prospectus
dated May 6, 2021 filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time
in our future filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations
or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business
or results of operations.
Item 2. Unregistered Sale of Equity
Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On May 11, 2021, we completed
the private sale of an aggregate of 585,275 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor generating
gross proceeds to the Company of $5,852,750. This purchase took place on a private placement basis simultaneously with the completion
of our Initial Public Offering. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private
Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Private Placement Units
are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable
or saleable until 30 days after the consummation of the Company’s initial business combination except to permitted transferees and
(b) the warrants included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted transferees,
(i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights.
Use of Proceeds from the Public Offering
On May 11, 2021, we consummated
our Initial Public Offering of 11,500,000 units (the “Units”), including 1,500,000 Units issued pursuant to the exercise in
full of the underwriter’s over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value
$0.0001 per share, and one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder
thereof to purchase one share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $115,000,000.
The securities sold in the
Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-254029). The SEC declared the
registration statement effective on May 6, 2021.
Of the gross proceeds received
from the Initial Public Offering and the Private Placement Units, $117,300,000 was placed in a Trust Account. We paid a total of $2,300,000
in underwriting discounts and commissions and $652,750 for other costs and expenses related to the Initial Public Offering. In addition,
the underwriters agreed to defer $4,025,000 in underwriting discounts and commission.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable
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