Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Use of Proceeds
On October 29, 2021, the Company
consummated its IPO of 12,650,000 Units, which included 1,650,000 Units issued pursuant to the full exercise by the underwriters of their
over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one right to receive
one-tenth of one share of Class A common stock upon the consummation of the Company’s initial Business Combination. The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $126,500,000. I-Bankers Securities, Inc. (“I-Bankers”)
acted as sole book-running manager of the IPO. The securities in the offering were registered under the Securities Act on registration
statements on Form S-1 (Nos. 333-259500 and 333-260515). The SEC declared the registration statements effective on October 26, 2021.
Simultaneously with the closing
of the IPO, we completed the private sale of an aggregate of 519,500 Private Placement Units to the Sponsor and I-Bankers at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,195,000. This issuance of Private Placement Units was
be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Units are
identical to the Units sold in the IPO, except that the Private Placement Units are not transferable, assignable or salable until after
the completion of a Business Combination, subject to certain limited exceptions.
A total
of $127,765,000 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in the Trust Account. The proceeds
held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S.
government treasury obligations.
In connection with the IPO, the
Company incurred $7,282,500 in transaction costs, including $2,530,000 in cash of underwriting commissions, $4,427,500 of business combination
marketing fee, and $325,000 of other offering costs.
There
has been no material change in the planned use of the proceeds from the IPO and the sale of the Private Placement Units as is described
in our final prospectus dated October 26, 2021 and filed with the SEC on October 28, 2021.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
24
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.