Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 17, 2021, we consummated our initial public offering of 15,000,000
Units. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and three-quarters of one redeemable warrant,
each whole warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at an exercise price of $11.50 per
share. The Units were sold at a price of $10.00 per unit, generating gross proceeds of $150,000,000.
The
securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333- 253695 ).
The SEC declared the registration statement effective on August 12, 2021.
On August 17, 2021, simultaneously with the consummation of the IPO,
we completed the private sale(of 6,000,000 warrants at a purchase price of $1.00 per Private Placement Warrant, to our sponsor, CENAQ
Sponsor, LLC, and the Underwriters, generating gross proceeds to the Company of $6,000,000.
A total of $ 151,500,000 of the proceeds from the IPO and the Private
Placement were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust
Company, acting as trustee.
On August 19, 2021, we consummated the sale of additional 2,250,000
Units that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $22,500,000.
Simultaneously with the closing of the sale of additional units, we consummated the sale of an additional 675,000 private Warrants, generating
total proceeds of $675,000. Following the closing of the over-allotment option and sale of additional private Warrants, an aggregate amount of $174,225,000 has been placed in the trust account established in connection with the IPO.
The net proceeds of the Initial Public Offering (including the Over-Allotment)
and certain proceeds from the sale of the Private Placement Warrants may be invested in U.S. government treasury bills with a maturity
of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which
invest only in direct U.S. government treasury obligations.
The proceeds are after deducting $3,450,000 in underwriting discounts
and commissions and an aggregate amount of $1,500,000 to pay fees and expenses in connection with the closing of the IPO and for working
capital following the closing of the IPO.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not Applicable.
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