ADDED
$116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account pursuant to the Investment Management Trust Agreement, dated June 13, 2023, by and between the Company and Continental Stock Transfer Trust Company, as trustee ( Continental ) (the Trust Agreement and such account the Trust Account ).
On December 17, 2021, the Sponsor subscribed to purchase 8,625,000 shares of the Company s Class B common stock, par value $0.0001 per share (as may be converted to Class A common stock as described below, the Founder Shares ) for a subscription price of $25,000.
A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account so that the Trust Account held $10.15 per unit sold directly following the IPO.
On June 16, 2023, the Company issued to I-Bankers 258,750 shares of Class A common stock and to Dawson James 28,750 shares of Class A common stock at the closing of the IPO (collectively, the Representative Shares ).
The Company determined the fair value of the 287,500 Representative Shares to be $2,239,466 (or $7.789 per share) using the Probability-Weighted Expected Return Method Model.
The fair value of the shares granted to the underwriters utilized the following assumptions: (1) expected volatility of 5.7%, (2) risk-free interest rate of 5.15%, (3) expected life of 1.17 years, and (4) implied discount for lack of marketability of 1.4%.
Accordingly, the fair value of $2,239,466 was accounted for as offering costs at the closing of the IPO.
The Company incurred offering costs amounting to $5,368,092 as a result of the IPO consisting of a $2,300,000 cash underwriting discount, $2,239,466 fair value of Representative Shares, and $828,626 of other offering costs.
1 Extension of our Combination Period On December 3, 2024, the Company held a special meeting of stockholders (the 2024 Special Meeting ).
At the Special Meeting, the Company s stockholders approved a proposal to amend the Company s Amended and Restated Certificate of Incorporation to provide the Company with the right to extend the date by which the Company must consummate its Initial Business Combination (the Combination Period ), for up to 12 additional one-month periods after December 16, 2024 (and ultimately no later than December 16, 2025) (the Extension Amendment and, such proposal, the Extension Amendment Proposal ).
REMOVED
$116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the trust account ( Trust Account ) with Continental Stock Transfer Trust Company.
On December 17, 2021, the Sponsor subscribed to purchase 8,625,000 shares of the Company s Class B common stock, par value $0.0001 per share (the Founder Shares ) for a subscription price of $25,000.
A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account so that the Trust Account holds $10.15 per unit sold.
The Company incurred offering costs amounting to $5,368,092 as a result of the IPO consisting of a $2,300,000 cash underwriting discount, $2,239,466 fair value of Representative Shares (as defined below), and $828,626 of other offering costs.
Liquidation if No Initial Business Combination Our amended and restated certificate of incorporation provides that we will have only the Combination Period to complete our Initial Business Combination (the Combination Period ).
If we liquidate, our public stockholders may only receive $10.15 per share, and our warrants and rights will expire worthless.
In connection with our Initial Business Combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.15 per share or which approximates the per-share amounts in our Trust Account at such time, which is generally approximately $10.15.
As a result, in addition to the Founder Shares held by our Sponsor and the 250,000 Representative shares, we would need 3,625,001, or approximately 36.3%, of the 10,000,000 Public Shares sold in the IPO, to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our Initial Business Combination approved (assuming the underwriters over-allotment option is not exercised).
Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders meeting held to approve our Initial Business Combination are present at such meeting, in addition to the Founder Shares held by our Sponsor and the 250,000 Representative shares, we would need only 437,501 of the 10,000,000 Public Shares, or approximately 4.4% of the shares sold as part of the Units in the IPO, to be voted in favor of our Initial Business Combination in order to have such transaction approved (assuming the underwriters over-allotment option is not exercised).
Consequently, our public stockholders may only receive approximately $10.15 per share on our redemption of our Public Shares, and our rights will expire worthless.