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 June 23, 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
June 28, 2021, we completed the private sale of an aggregate of 528,175 Private Placement Units at a price of $10.00 per Private Placement
Unit to the Sponsor generating gross proceeds to the Company of $5,281,750. 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 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
June 28, 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-half of 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. 333-256701).
The SEC declared the registration statement effective on June 23, 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 $1,725,000 in underwriting discounts and commissions and $513,677 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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