NOTES
TO FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DUET
Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on September 20, 2021. The
Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing
all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or
sector for purposes of consummating a Business Combination.
As
of September 30, 2022, the Company had not commenced any operations. All activity for the period from September 20, 2021 (inception)
through September 30, 2022, relates to the Company’s formation, its initial public offering, and its entry into a business combination
agreement and plan of merger, as described below. The Company will not generate any operating revenues until after the completion of
its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash
and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company has selected December 31 as its
fiscal year end.
The
Company’s sponsor is DUET Partners LLC (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on January 19, 2022.
On
January 24, 2022, the Company consummated its Initial Public Offering of 7,500,000 units (the “Units” and, with respect to
the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross
proceeds of $75,000,000, and incurring offering costs of $5,161,516, of which $2,250,500
was for deferred underwriting commissions.
Simultaneously
with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 356,250 units
(the “Private Placement Units”) to DUET Partners LLC, the sponsor of the Company (the “Sponsor”), at a price
of $10.00 per Private Placement Unit, generating total gross proceeds of $3,562,500 (the “Private Placement”).
Subsequently,
on January 24, 2022, the Company consummated the closing of the sale of 1,125,000 additional units at a price of $10.00 per Unit upon
receiving notice of the underwriters’ election to fully exercise their overallotment option (“Overallotment Units”),
generating additional gross proceeds of $11,250,000 and incurred additional offering costs of $506,250, of which $337,500 are for deferred
underwriting commissions. Each Unit, including the Overallotment Units, consists of one share of Class A common stock of the Company,
par value $0.0001 per share (“Class A Common Stock”), and one redeemable warrant of the Company (“Warrant”),
with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment,
pursuant to the Company’s registration statement on Form S-1 (File No. 333-261494).
Simultaneously
with the exercise of the overallotment, the Company consummated the Private Placement of an additional 33,750 Private Placement Units
to DUET Partners LLC, a Delaware limited liability company (the “Sponsor”), generating additional gross proceeds of $337,500.
A
total of $87,543,750, comprised of the proceeds from the Offering and the proceeds of private placements that closed on January 20, 2022
and January 24, 2022, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account (“Trust
Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended
investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as
determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust
Account to the Company’s stockholders, as described below.
Transaction
costs of the Initial Public Offering with the exercise of the overallotment amounted to $5,667,766 consisting of $1,293,750 of cash underwriting
fees, $2,587,500 of deferred underwriting fees and $492,766 of other costs.
Following
the closing of the Initial Public Offering $818,211 of cash was held outside of the Trust Account available for working capital purposes.
As of September 30, 2022, we have available to us $27,165 of cash on our balance sheet and a working capital deficit of $190,081.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions
and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination.
The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect
a Business Combination.
On
July 25, 2022, the Company entered into a definitive business combination agreement and plan of merger (the “Merger Agreement”)
with Millymont Limited, a private limited company incorporated in Ireland (“Holdco”), Duet Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Holdco (“Merger Sub”), J. Streicher Technical Services, LLC, a Delaware limited liability
company (“J. Streicher”), Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered at
the Commercial Registry of Malaga under reference MA-122108 (the “Target”), Miguel Ángel Casales Ruiz and Thomas Marco
Balsloev, as the sellers’ representatives (the “Sellers’ Representatives”) and Lee Keat Hin, as the Company’s
representative (the “Company Representative”). Pursuant to the Merger Agreement, the parties will effect the merger of Merger
Sub with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Holdco, as a result
of which (a) the Company will issue shares of Class A Common Stock to Holdco, with such amount of shares to be determined in accordance
with the terms of the Merger Agreement, (b) all of the issued and outstanding shares of Class A Common Stock held by the Company’s
stockholders (other than Holdco) shall be converted into ordinary shares of Holdco at a one-for-one ratio, and (c) each outstanding warrant
of the Company will be assumed by Holdco and automatically adjusted to become exercisable to purchase one ordinary share of Holdco (the
“Proposed Business Combination”).
In
connection with the Proposed Business Combination, the Company will provide its holders of the outstanding Public Shares (the “public
stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of such Business Combination
in connection with a stockholder meeting called to approve such Business Combination. In the event the Proposed Business Combination
is not consummated, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business
Combination or (ii) by means of a tender offer. In connection with a Business Combination, the Company may seek stockholder approval
of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether
they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible
assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks
stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
The
Company will have until 15 months (subject to a three-month extension of time, as set forth in the Company’s registration statement)
from the closing of the Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is
unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned (net of taxes payable and less interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation
and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements
of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in
the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be
included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of
such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public
Offering price per Unit of $10.00.
The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below $10.15 per share (whether or not the underwriters’ over-allotment option is exercised
in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and
except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is
deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party
claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
Liquidity
and Capital Resources
As
of September 30, 2022, the Company had $27,165 of cash in its operating bank account.
The
Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $
from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined
in Note 5), and loan from the Sponsor of $190,478 under the Note (as defined in Note 5). Following the IPO of the Company on January
24, 2022 (as described in Note 1), a total of $193,535 under the promissory note was repaid on January 24, 2022. Subsequent to the consummation
of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the
Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and
directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2022,
there was $50,000 outstanding under any Working Capital Loan.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs
through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will
be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial
Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had no cash equivalents as of September 30, 2022.
Marketable
Securities Held in Trust Account
At
September 30, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At September 30, 2022, the balance
in the Trust Account was $88,156,041.
Deferred
offering costs
Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly
related to the Offering and that were charged to stockholders’ equity upon the completion of the Offering. Should the Offering
have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from
its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
provision for income taxes was deemed to be de minimis for the period from September 20, 2021 (inception) to September 30, 2022.
Net
loss per share
The
Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is
computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject
to forfeiture. At September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same
as basic loss per share for the periods presented.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant
liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with
the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. On September 30, 2022, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.
Recent
Accounting Standards
The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently
adopted, would have a material effect on the accompanying financial statement.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Offering, and/or
search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Additionally,
as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related
economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which
the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability
to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events,
including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms
acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on
the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable.
The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
3. PUBLIC OFFERING
Pursuant
to the Public Offering, the Company offered for sale up to 8,625,000 Units at a purchase price of $10.00 per Unit. Each Unit consists
of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the
holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).
NOTE
4. PRIVATE PLACEMENT
The
Sponsor purchased an aggregate of 390,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $3,900,000.
Each placement unit is identical to the units sold in this offering, except as described in this prospectus. The placement units were
sold in a private placement that closed simultaneously with the closing of this offering. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless.
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
October 17, 2021, the Sponsor purchased 2,156,250 shares of Class B Common Stock (the “Founder Shares”) for an aggregate
purchase price of $25,000.
The
Sponsor, in addition to the Company’s officers and directors, agreed not to transfer, assign or sell any of the Class B common
stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B common stock, the earlier
of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s
common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business
Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all
of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.
Promissory
Note – Related Party
On
October 1, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate
principal amount of $300,000, to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing
and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the Initial Public Offering. As of September 30, 2022,
the Company had borrowed $ under the promissory note with the Sponsor, which was repaid on January 24, 2022
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion
of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In
the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September
30, 2022, there was $50,000 outstanding under the Working Capital Loans.
Administrative
Services Arrangement
The
Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq through the
earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general
and administrative services, including office space, utilities and administrative services, as the Company may require from time to time.
The Company has agreed to pay to DUET Partners LLC, the Sponsor $10,000 per month for these services during the 15-month period to complete
a business combination. As of September 30, 2022, the Company had paid $90,000 for administrative services.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of
the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration
rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities
for resale (in the case of the Founder Shares, only after conversion to shares of Class A Common Stock). The holders of these securities
will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415
under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit
any registration or cause any registration statement to become effective until the securities covered thereby are released from their
lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option to purchase up to an additional 15% of the total number of Units in the Public Offering
to cover over-allotments. The aforementioned option was exercised in full on January 24, 2022.
The
underwriters were entitled to a cash underwriting discount of one and one-half percent (1.5%) of the gross proceeds of the Public Offering,
or $1,293,750. In addition, the underwriters are entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Public
Offering, or $2,587,500 upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business
Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.
Additionally,
86,250 shares of our Class A common stock were issued to the underwriter upon the closing of our initial public offering.
NOTE
7. STOCKHOLDERS’ EQUITY
Class
A Common Stock — Our amended and restated certificate of incorporation authorizes the Company to issue 100,000,000 shares
of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one
vote for each share. On September 30, 2022, there were 476,250 shares of Class A Common Stock issued and outstanding, excluding 8,625,000
shares of Class A Common Stock subject to possible redemption.
Class
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. At September 30, 2022 there were
2,156,250 shares of Class B common stock issued and outstanding.
Preferred
Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such
designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30,
2022, there were no preferred shares issued or outstanding.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have
declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the
warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed.
Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the
Company may redeem the outstanding Public Warrants:
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in
whole and not in part; |
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at
a price of $0.01 per Public Warrant; |
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upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
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if,
and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on
the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of shares of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances
including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However,
except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise
price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete
a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public
Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.
NOTE
8. SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred through the date the audited financial statements were available to issue. No subsequent events were identified.