Unregistered Sales of Equity Securities and Use of
−Removed: On December 22, 2021, we consummated our Initial
−Removed: Public Offering of 18,975,000 Units, which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option
−Removed: granted to the underwriters, generating gross proceeds of $189,750,000.
−Removed: I-Bankers Securities, Inc.
−Removed: and Dawson James Securities, Inc.
−Removed: acted as joint book-running managers of the Initial Public Offering.
−Removed: The securities in the offering were registered under the Securities
−Removed: Act on registration statements on Form S-1 (Nos.
−Removed: 333-257156 and 333-261763).
−Removed: The Securities and Exchange Commission declared
−Removed: the registration statement effective on December 20, 2021.
−Removed: Simultaneous with the consummation of the Initial
−Removed: Public Offering, we consummated the private placement of an aggregate of 7,347,500 Private Placement Warrants to the Sponsor and I-Bankers
−Removed: and Dawson James at a price of $1.00 per Private Placement Warrant, generating total proceeds of $7,347,500.
−Removed: The Private Placement Warrants are identical
−Removed: to the Warrants sold in the IPO except that the Private Placement Warrants:
−Removed: (i) are not redeemable by the Company and (ii) may be exercised
−Removed: 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.
−Removed: We paid a total of $3,450,000 in underwriting
−Removed: discounts and commissions and $609,623 for other costs and expenses related to the IPO.
−Removed: I-Bankers and Dawson James, representatives of
−Removed: the several underwriters in the IPO, received a portion of the underwriting discounts and commissions related to the IPO.
−Removed: We also repaid
−Removed: the promissory note to the Sponsor from the proceeds of the IPO.
−Removed: After deducting the underwriting discounts and commissions and incurred
−Removed: 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
−Removed: (or $10.10 per unit sold in the IPO) was placed in the trust account.
−Removed: Other than as described above, no payments were made by us to directors,
−Removed: officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates.
+Added: The consummation of the Business Combination,
+Added: and the financing transactions consummated in connection therewith, resulted in gross proceeds of $10.27 million.
+Added: The funds from the Business Combination and the
+Added: related financing transactions were used for:
+Added: (i) redemptions to public stockholders, (ii) cash to balance sheet, and (iii) payment of
+Added: fees and expenses.
+Added: The direct and indirect fees and expenses incurred were approximately $3.4 million.
Defaults Upon Senior Securities.
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