Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
On December 22, 2021, we consummated our Initial
Public Offering of 18,975,000 Units, which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option
granted to the underwriters, generating gross proceeds of $189,750,000. I-Bankers Securities, Inc. and Dawson James Securities, Inc. acted
as joint book-running managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act
on a registration statements on Form S-1 (Nos. 333-257156 and 333-261763). The Securities and Exchange Commission declared the
registration statement effective on December 20, 2021.
Simultaneous with the consummation of the Initial
Public Offering, we consummated the private placement of an aggregate of 7,347,500 Private Placement Warrants to the Sponsor and I-Bankers
and Dawson James at a price of $1.00 per Private Placement Warrant, generating total proceeds of $7,347,500.
The Private Placement Warrants are identical to the Warrants sold in
the IPO except that the Private Placement Warrants: (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless
basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees.
We paid a total of $3,450,000 in underwriting discounts and commissions
and $609,623 for other costs and expenses related to the IPO. I-Bankers and Dawson James, representatives of the several underwriters
in the IPO, received a portion of the underwriting discounts and commissions related to the IPO. We also repaid the promissory note to
the Sponsor from the proceeds of the IPO. After deducting the underwriting discounts and commissions and incurred offering costs, the
total net proceeds from our IPO and the sale of the private placement warrants was $193,037,877, of which $191,647,500 (or $10.10 per
unit sold in the IPO) was placed in the trust account. Other than as described above, no payments were made by us to directors, officers
or persons owning ten percent or more of our common stock or to their associates, or to our affiliates.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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