Item 3.02. Unregistered Sales of Equity Securities.
On February 9, 2023, simultaneously with the consummation of the Offering, the Company consummated the private placement of 430,000 units (the “Private Placement Units”) to the Sponsor (the “Private Placement”) pursuant to the Placement Unit Purchase Agreement for an aggregate purchase price of $4,300,000. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement Units are identical to the Units sold in the Offering. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 13, 2023, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement. A copy of the Company’s Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 hereto, and is incorporated herein by reference.
Item 8.01. Other Events.
A total of $61,050,000, comprised of the proceeds from the Offering and certain proceeds of the sale of the Private Placement Units, net of the underwriting commissions, discounts, and offering expenses, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares of Common Stock properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or certain amendments to the Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the public shares of Common Stock if the Company does not complete its initial business combination within 9 months from the closing of the Offering (or such later time period as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (c) the redemption of the Company’s public shares of Common Stock if the Company is unable to complete its initial business combination within 9 months from the closing of the Offering (or such later time period as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate of Incorporation), subject to applicable law.
On February 9, 2023, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
On February 14, 2023, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.
