CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On February 16, 2021 our Sponsor subscribed for an aggregate 2,875,000 Founder Shares for a total subscription price of $25,000, or
approximately $0.009 per share. The number of Founder Shares outstanding was determined based on the expectation that the total size of our IPO would be a maximum of 11,500,000 units if the underwriters over-allotment option was exercised in
full, and therefore that such Founder Shares would represent 20% of the outstanding shares after our IPO. Up to 375,000 of the Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters
over-allotment option was exercised. At the IPO, the underwriters fully exercised their over-allotment option resulting in no Founder Shares being subject to forfeiture.
In connection with the IPO, the anchor investors collectively acquired from the Sponsor in the aggregate 500,000 Founder Shares. The excess of
the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, offering cost associated with the IPO includes $3,386,739 of excess value of the anchor investors. The
valuation of $6.78 per founder share (or $3,391,739 in the aggregate) of the anchor investors was reduced by $0.01 per Founder Share (or $5,000 in the aggregate), the price paid for the Founder Shares. The valuation was determined using an internal
Monte Carlo simulation model.
Our Sponsor purchased an aggregate of 4,950,000 Private Placement Warrants, at a price of $1.00 per
warrant, or $4,950,000 in the aggregate, in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. The Private Placement Warrants (including the Class A
Common Stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination.
We currently utilize office space at 667 Madison Avenue, 5th floor, New York, New York 10065 from our Sponsor. We pay up to $20,000 per
month for administrative and other services. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.
Subject to approval by our Audit Committee, we may pay members of our Board for advisory or consulting services that may be provided to us in
connection with our initial Business Combination. In addition, our Sponsor, executive officers, and directors, or any of their respective affiliates are reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. Other than the foregoing, no compensation of any kind, including finders and consulting fees, has been or will be paid by the Company to our Sponsor, executive officers, and directors, or any of their respective
affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their
affiliates.
On February 16, 2021, our Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of
the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 or the closing of the IPO. At the time of the closing of the IPO, the Sponsor was over
paid $138,493 on the loan to the Company and this amount was repaid on November 11, 2021.
On May 28, 2021, the Company entered
into a letter agreement with J.V.B. Financial Group, one of our anchor investors (J.V.B.), pursuant to which the Company engaged Cohen & Company to provide consulting and advisory services in connection with the IPO in
return for a transaction fee to be paid to J.V.B. in an amount equal to 10.0% of the aggregate underwriting discount and commissions earned by the underwriters in connection with the IPO to be paid simultaneously with the actual payment of such
underwriting discount and commissions to the underwriters upon (i) the closing of the IPO and (ii) the completion of the Companys initial business combination. J.V.B. was one of the Companys anchor investors that purchased
units in the IPO and
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