Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Working Capital Note is filed as Exhibit 10.1.
Item 3.02 Unregistered Sales of
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 15,000 private placement units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. The rights constituting a part of the units are exchangeable, subject to the terms and conditions of the rights, for shares of common stock as provided in the right agreement governing the rights. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Working Capital Note, as it was issued to a sophisticated investor without a view to distribution, and was not issued through any general solicitation or advertisement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 10.1 Promissory Note issued by the Company to the Sponsor onApril 14, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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