THE EXTENSION AMENDMENT PROPOSAL
We are a blank check company incorporated on September 23, 2021 as a Delaware corporation for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector. In connection with our formation, we issued an aggregate of 2,875,000 founder shares to our Sponsor for an aggregate purchase price of $25,000, and on October 28, 2021, our Sponsor transferred an aggregate of 75,000 Founder Shares to independent directors of the Company. On May 10, 2022, our Sponsor and directors forfeited 575,000 Founder Shares for no consideration, which we cancelled, resulting in our Sponsor and directors holding an aggregate of 2,300,000. In connection with the IPO, the Sponsor sold an aggregate of 600,000 Founder Shares to the Anchor Investors.
On May 13, 2022, we consummated our IPO of 9,200,000 units (including 1,200,000 units sold pursuant to the full exercise of the IPO underwriters’ option to purchase additional units to cover over-allotments). Each unit consists of one share of Class A common stock (the “public shares”), one redeemable warrant (the “public warrants”) and one right to receive one-tenth (1/10) of one share of our Class A common stock upon consummation of our initial business combination (the “public rights”). The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $92,000,000.
At the IPO date, the Sponsor sold to the group of ten qualified institutional buyers and institutional accredited investors, which are not affiliated with the Company (the “Anchor Investors”), a total of 600,000 of founders shares at their original purchase price of approximately $0.009, as compensation for their commitment to purchase the initial units sold in the IPO. Overall, the Anchor Investors purchased 9,108,000 of the initial units in the IPO at the offering price of $10.00 under separate investment agreements.
Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 3,040,000 private placement warrants (the “initial private placement warrants”) at a price of $1.00 per warrant in a private placement to our Sponsor, generating gross proceeds to the Company of $3,040,000. The initial private placement warrants are identical to the public warrants sold as part of the units in the IPO, except that our Sponsor has agreed not to transfer, assign or sell any of the initial private placement warrants (except to certain permitted transferees) until 30 days after the completion of a business combination. The initial private placement warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.
Following the consummation of the IPO, total of $92,920,000 of the net 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 May 9, 2023, we consummated the initial extension of the period we have to consummate a business combination (the “First Extension”). To effect the First Extension, our Sponsor deposited $920,000, representing $0.10 per share of Class A common stock held by the stockholders, into the trust account. On August 11, 2023, we further extended the period we have to consummate a business combination by a period of three months from August 13, 2023 to November 13, 2023 (the “Second Extension” and together with the First Extension, the “Initial Extensions”). To effect the Second Extension, our Sponsor deposited $920,000, representing $0.10 per share of Class A common stock held by stockholders, into the trust account. On November 6, 2023, the stockholders of the Company approved a proposal to amend the Company’s Charter to provide the Board with the right to extend the date by which the Company has to consummate a business combination up to an additional six (6) times for one (1) month each time, from November 13, 2023 to May 13, 2024 by depositing into the trust account, for each one-month extension, the lesser of (a) $414,000 and (b) $0.045 for each then-outstanding Public Share of the Company after giving effect to redemptions. On November 9, 2023, the Board extended the deadline for the consummation of a business combination for one additional month to December 13, 2023 by depositing approximately $325,715 in the trust account. On December 11, 2023, the Board extended the deadline for the consummation of a business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the trust account. On January 8, 2024, the Board extended the deadline for the consummation of a business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the trust account. On February 9, 2024, the Board extended the deadline for the consummation of a business combination for one additional month to March 13, 2024 by
