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.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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