We arecompany is a blank check company incorporated as a Cayman Islands exempted company on June 29, 2021 for the purpose of effecting a Business Combination such as a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combinationbusiness combination with one or more businesses that the Company has not yet identified. We have not yet commenced operations and will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
On October 19, 2021, wethe company consummated our IPOits initial public offering (“IPO”) of 15,000,000 Units. Each Unit consistsunits (with each “Unit” consisting of one Public Share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Public Sharewarrant) at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generatingpursuant to which we received gross proceeds, before expenses, of $150,000,000. Prior to the consummation of the IPO, on June 30, 2021, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Founder Shares. Prior to the closing of the IPO on September 28, 2021, the Sponsor returned to the Company at no cost an aggregate of 1,437,500 Founder Shares, which were cancelled. The Sponsor agreed to forfeit up to an aggregate of 562,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the IPO. On October 29, 2021, the underwriters partially exercised their over-allotment option to purchase an additional 2,000,000 Units (the “Over-Allotment Units”) generating gross proceeds, before expenses, of $20,000,000 and terminated the remaining unexercised over-allotment option on 250,000 Units; thus, 62,500 Founder Shares were forfeited by the Sponsor, and 500,000 Founder Shares were no longer subject to forfeiture. Prior to the closing to the IPO, the Anchor Investors purchased from the Sponsor an aggregate of 991,000 Founder Shares, at a nominal purchase price.
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 7,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million. On October 29, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 600,000 Private Warrants at $1.00 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of $600,000.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Public Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis”, so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Upon the closing of the IPO, the Over-Allotment and the Private Placement, approximately $171.7 million ($10.10 per Unit) of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of an initial business combination; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s$20,000,000. Like many blank check companies, our Amended and Restated Memorandum and Articles of Association (A) to modifyprovides for the substance or timingreturn of the Company’s obligationfunds held in trust to allow redemptionthe holders of shares sold in our IPO if there is no qualifying business combination consummated on or before a certain date (in our case, April 19, 2023). On January 27, 2023, the company held a general meeting to approve an extension of time to complete its business combination from April 19, 2023 to October 19, 2023. Following such meeting and the redemptions related thereto and as of the record date, there are a total of 5,496,921 ordinary shares issued and outstanding, consisting of (i) 1,246,921 Class A ordinary shares and (ii) 4,250,000 Class B ordinary shares and as of July 31, 2023, a total of approximately $13.3 million held in the trust account.
The purpose of the extension proposal is to give us additional time to complete the business combination. The company’s current Amended and Restated Memorandum and Articles of Association (the “current charter”) provides that the company has until October 19, 2023 (the “termination date”) to complete a business combination. Our board of directors (the “board”) currently believes that there will not be sufficient time to complete a business combination by October 19, 2023. Therefore, our board has determined that it is in the best interests of the company and its shareholders to amend its current charter to extend the time it has to complete a business combination (the “combination period”) to April 2024 (if extended to the full extent) in order to provide our shareholders with the chance to participate in an investment opportunity. If the extension proposal is approved, the company will have the right to extend the combination period for a total of up to four times, with an initial three-month extension, and then three additional one-month extensions for a total of six months after the termination date up to April 19, 2024 (if extended to the full extent), provided that in connection with each extension, the Company or PepperOne LLC, the company’s sponsor (the “sponsor”) (or its affiliates or permitted designees) agrees to deposit into the trust account (A) for the initial three (3) month extension $0.06 for each public share not redeemed in connection with the Company’s Business Combination or to redeem 100%extension proposal and the conversion proposal, and (B) for each of the Company’s Public Shares ifthree subsequent one-month extensions $0.02 for each unredeemed public share (the “extension payment”) until April 19, 2024 (assuming the Company doescompany’s business combination has not completeoccurred) in exchange for a Business Combination within 18 months fromnon-interest bearing, unsecured promissory note payable upon consummation of a business combination.
The purpose of the conversion proposal is to remove certain restrictions contained in the current charter in order to permit holders of the Class B ordinary shares to convert their Class B ordinary shares into Class A ordinary shares prior to the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3)at the redemptionoption of the Company’s Public Shares if the Company has not completed