NOTE 4 — PRIVATE PLACEMENTS

 

Simultaneously with the closing of the Initial Public Offering the Sponsor and the Private Placement Investor purchased an aggregate of (i) 394,267 Private Placement Units and (ii) 788,534 Restricted Class A Shares, which shares would vest only upon the consummation of the initial Business Combination, at a combined price of $10.00 per Private Placement Security for an aggregate of $3,154,136 (whether or not the underwriters’ over-allotment option is exercised). The Sponsor purchased 285,413 private placement securities, consisting of (a) 356,767 Private Placement Units and (b) 713,534 restricted Class A shares, for an aggregate purchase price of $2,854,136. The Private Placement Investor purchased directly from the Company an aggregate of 30,000 Private Placement Securities, consisting of (a) 37,500 Private Placement Units and (b) 75,000 restricted Class A shares, for an aggregate purchase price of $300,000. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), the Founder Shares (as defined below) and private placement shares will not be entitled to liquidating distributions from the Trust Account, the private placement warrants and private placement rights will expire worthless and the Restricted Class A Shares will not vest. The Private Placement Units (including the private placement shares, the private placement warrants, the Class A ordinary shares issuable upon exercise of the private placement warrants, the private placement rights, and the Class A ordinary shares issuable upon exercise of the private placement rights) will not be transferable, assignable or salable until 180 days after the completion of an initial Business Combination and the Restricted Class A Shares will not be transferable assignable or salable until 90 days after the completion of an initial Business Combination, subject to certain exceptions.

 

Certain institutional investors (none of which are affiliated with any member of management, the Sponsor or any other investor), purchased non-managing membership interests in the Sponsor reflecting interests in an aggregate of (i) 212,500 of the 356,767 private placement units to be purchased by the Sponsor) and (ii) 425,000 of the 713,534 restricted Class A shares to be purchased by the Sponsor, at a price of $10.00 per interest in each private placement security ($1,700,000 in the aggregate), in private placements that closed simultaneously with the closing of the Initial Public Offering. Subject to each Sponsor non-managing member purchasing interest in the Sponsor representing the private placement securities allocated to it in connection with the closing of the Initial Public Offering, the Sponsor will issue non-managing membership interests at a nominal purchase price to the Sponsor non-managing member reflecting interests in an aggregate of 1,700,000 founder shares.

 

Each Private Placement Unit consists of one private Class A ordinary share, three-fourths of one private placement warrant, and one private placement right to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination.

In connection with the Private Placement, the Sponsor sold 300,000 Founders Shares that were owned by the Sponsor to the Private Placement Investors for $1,500. The estimated fair value of these shares is $360,000.