The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
30
days after the completion of an Initial Business Combination, subject to certain exceptions.
NOTE 5. RELATED PARTY TRANSACTIONS
On March 25, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal, on an
as-converted
basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriters having exercised the over-allotment option in full, none of the Founder Shares will be forfeited. (see Note 6)
The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
An affiliate of B. Riley
Securities, Inc. (“B. Riley”)
entered into a purchase agreement pursuant to which it purchased from our sponsor an aggregate of 400,000 Founder Shares. The Founder Shares were purchased at a price of $4.00 per Founder Share, or an aggregate purchase price of $1,600,000, which was payable at the time of the closing of our Initial Public Offering. The Founder Shares will be delivered by the sponsor to the affiliate of the underwriter upon consummation of our initial business combination and immediately following the expiration of the transfer restrictions applicable to the Founder Shares.
Promissory Note — Related Party
On March 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $250,000. The Promissory Note was
bearing and payable on the earlier of (i)
December 31, 2021 or (ii) the consummation of the Initial Public Offering. On September 30, 2021, the outstanding balance pursuant to the Promissory Note was $250,000, which was paid in full with proceeds of the Initial Public Offering.
Advances from Related Parties
Affiliates of the Sponsor advanced funds or paid certain administrative expenses and offering costs on behalf of the Company. These advances are due on demand and are
non-interest
bearing. For the period from February 9, 2021 (inception) through September 30, 2021, the related parties advanced $10,000 to the Company and paid an additional $10,000 of offering costs and other expenses on behalf of the Company. As of September 30, 2021, there was $20,000 due to the related parties.
The outstanding balance was repaid by the Company on November 16, 2021.
General and Administrative Services
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an aggregate of $15,000 per month for office space, utilities and secretarial, and administrative support services.