| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 86-3513156 (I.R.S. Employer Identification Number) | |
| Jason A. Rocha Andrew J. Ericksen Daniel E. Nussen White & Case LLP 609 Main Street, Suite 2900 Houston, TX 77002 (713) 496-9700 | | | Steven R. Burwell Proskauer Rose LLP Eleven Times Square New York, New York 10036 (212) 969-3000 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☐ | |
| | | | Emerging growth company ☒ | |
| CALCULATION OF REGISTRATION FEE | | |||||||||||||||||||||||||
| Title of Each Class of Security Being Registered | | | | Amount Being Registered | | | | Proposed Maximum Offering Price per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | |||||||||
| Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant(2) | | | | 23,000,000 Units | | | | | $ | 10.00 | | | | | | $ | 230,000,000 | | | | | | $ | 25,093 | | |
| Shares of Class A common stock included as part of the units | | | | 23,000,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
| Redeemable warrants included as part of the units(3) | | | | 11,500,000 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
| Shares of Class A common stock underlying our redeemable warrants | | | | 11,500,000 Shares | | | | | $ | 11.50 | | | | | | $ | 132,250,000 | | | | | | $ | 14,428.48 | | |
| Total | | | | | | | | | | | | | | | | $ | 362,250,000 | | | | | | $ | 39,521.48(5) | | |
| PRELIMINARY PROSPECTUS | | | SUBJECT TO COMPLETION, DATED | | | |
| | | Price to Public | | | Underwriting Commissions(1) | | | Proceeds, before expenses, to us | | |||||||||
Per Unit | | | | $ | 10.00 | | | | | $ | 0.55 | | | | | $ | 9.45 | | |
Total | | | | $ | 200,000,000 | | | | | $ | 11,000,000 | | | | | $ | 189,000,000 | | |
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| | September 30, 2021 | | | September 30, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | | ||||||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | ||||
Total assets(1) | | | $ | 603,873 | | | | $ | 207,476,000 | | | |||||||||||||||
Total liabilities(2) | | | $ | 929,173 | | | | $ | 7,000,000 | | | |||||||||||||||
Total assets(1) | | | $ | 603,873 | | | | $ | 207,476,000 | | | |||||||||||||||
Total liabilities(2) | | | $ | 929,173 | | | | $ | 7,000,000 | | | |||||||||||||||
Working capital (deficiency)(3) | | | $ | (325,300) | | | | $ | 3,476,000 | | | | | $ | (325,300) | | | | $ | 3,476,000 | | | ||||
Value of common stock that may be redeemed in connection with our initial business combination ($10.00 per share) (4) | | | $ | — | | | | $ | 200,000,000 | | | |||||||||||||||
Value of common stock that may be redeemed in connection with our initial business combination ($10.20 per share) (4) | | | $ | — | | | | $ | 204,000,000 | | | |||||||||||||||
Total stockholders’ equity (deficit)(5) | | | $ | (325,300) | | | | $ | 476,000 | | | | | $ | (325,300) | | | | $ | (3,524,000) | | |
| Public shares | | | | | 20,000,000 | | |
| Founder shares | | | | | 5,750,000 | | |
| Total shares | | | | | 25,750,000 | | |
| Total funds in trust available for initial business combination (after payment of $7,000,000 of deferred underwriting commissions) | | | | $ | 197,000,000 | | |
| Initial implied value per public share | | | | $ | 10.20 | | |
| Implied value per share upon consummation of initial business combination | | | | $ | 7.65 | | |
| Sponsor’s investment per share | | | | $ | 0.0004 | | |
| | | Without Over-Allotment Option | | | Over-Allotment Option Exercised | | ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1) | | | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement | | | | | 11,750,000 | | | | | | 12,950,000 | | |
Total gross proceeds | | | | $ | 211,750,000 | | | | | $ | 242,950,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | | $ | 4,000,000 | | | | | $ | 4,600,000 | | |
Legal fees and expenses | | | | | 500,000 | | | | | | 500,000 | | |
Accounting fees and expenses | | | | | 50,000 | | | | | | 50,000 | | |
Printing and engraving expenses | | | | | 35,000 | | | | | | 35,000 | | |
Travel and road show expenses | | | | | 15,000 | | | | | | 15,000 | | |
SEC expenses | | | | | 40,000 | | | | | | 40,000 | | |
FINRA expenses | | | | | 55,000 | | | | | | 55,000 | | |
NYSE listing and filing fees | | | | | 85,000 | | | | | | 85,000 | | |
Miscellaneous expenses(4) | | | | | 720,000 | | | | | | 720,000 | | |
Total estimated offering expenses (other than underwriting commissions) | | | | $ | 1,500,000 | | | | | $ | 1,500,000 | | |
Reimbursed Expenses(5) | | | | $ | 1,200,000 | | | | | $ | 1,380,000 | | |
Proceeds after estimated offering expenses(5) | | | | $ | 207,450,000 | | | | | $ | 238,230,000 | | |
Held in trust account(1)(3) | | | | $ | 204,000,000 | | | | | $ | 234,600,000 | | |
% of public offering size | | | | | 102% | | | | | | 102% | | |
Not held in trust account(5) | | | | $ | 3,450,000 | | | | | $ | 3,630,000 | | |
| | | Amount | | | % of Total | | ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination | | | | $ | 550,000 | | | | | | 16.00% | | |
Legal and accounting fees related to regulatory reporting obligations | | | | | 100,000 | | | | | | 3.00% | | |
Payment for administrative and support services | | | | | 700,000 | | | | | | 20.00% | | |
Independent director cash compensation | | | | | 240,000 | | | | | | 7.00% | | |
Directors and officers liability insurance premiums(7) . . . . . . . . . . . . | | | | | 500,000 | | | | | | 14.00% | | |
Capital markets advisory fees(8) | | | | | 500,000 | | | | | | 14.00% | | |
Reserve for litigation | | | | | 100,000 | | | | | | 3.00% | | |
Other miscellaneous expenses | | | | | 760,000 | | | | | | 22.00% | | |
Total | | | | $ | 3,450,000 | | | | | | 100.00% | | |
| | | Without Over- allotment | | | With Over- allotment | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering | | | | | (0.07) | | | | | | (0.06) | | |
Decrease attributable to public shareholders | | | | | (10.71) | | | | | | (10.77) | | |
Increase attributable to public shareholders | | | | | 10.00 | | | | | | 10.00 | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | (0.77) | | | | | | (0.82) | | |
Dilution to public stockholders and sale of private placement warrants | | | | $ | 10.77 | | | | | $ | 10.82 | | |
Percentage of dilution to public stockholders | | | | | 108% | | | | | | 108% | | |
| | | Shares Issued | | | Total Consideration | | | Average Price per Share | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | Percentage | | ||||||||||||||||||
Initial Stockholders(1) | | | | | 5,000,100 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.005 | | |
Public Stockholders | | | | | 20,002,500 | | | | | | 80.00% | | | | | | 200,000,000 | | | | | | 99.99% | | | | | $ | 10.000 | | |
| | | | | 25,002,600 | | | | | | 100.00% | | | | | $ | 200,025,000 | | | | | | 100.00% | | | | | | | | |
| | | Without Over- allotment | | | With Over- allotment | | ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering | | | | $ | (325,300) | | | | | $ | (325,300) | | |
Net proceeds from this offering and sale of private placement warrants | | | | | 207,450,000 | | | | | | 238,230,000 | | |
Plus: Offering cost paid in advance, excluded from net tangible book value | | | | | — | | | | | | — | | |
Less: deferred underwriting commissions | | | | | (7,000,000) | | | | | | (8,050,000) | | |
Less: Proceeds held in trust subject to redemption | | | | | (204,000,000) | | | | | | (234,600,000) | | |
| | | | $ | (3,875,300) | | | | | $ | (4,745,300) | | |
Denominator | | | | | | | | | | | | | |
Class B common stock outstanding prior to this offering | | | | | 5,750,100 | | | | | | 5,750,100 | | |
Class B common stock forfeited if over allotment is not exercised | | | | | (750,000) | | | | | | — | | |
Class A common stock outstanding prior to this offering | | | | | 2,500 | | | | | | 2,500 | | |
Class A common stock included in the units offered | | | | | 20,000,000 | | | | | | 23,000,000 | | |
Less: shares subject to redemption | | | | | (20,000,000) | | | | | | (23,000,000) | | |
| | | | | 5,002,600 | | | | | | 5,752,600 | | |
| | | Actual | | As Adjusted(1) | | | | Actual | | As Adjusted(1) | | ||||||||||||||
Note payable to related party(2) | | | $ | 277,057 | | | | $ | — | | | | | $ | 277,057 | | | | $ | — | | | ||||
Deferred underwriting commissions | | | | — | | | | | 7,000,000 | | | | | | — | | | | | 7,000,000 | | | ||||
Class A common stock subject to possible redemption, 0 and 20,000,000 shares actual and adjusted, respectively | | | | — | | | | | 200,000,000 | | | | | | — | | | | | 204,000,000 | | | ||||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding, actual and as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A common stock, $0.0001 par value, 225,000,000 shares authorized; 2,500 shares issued and outstanding, actual; 2,500 shares issued and outstanding (excluding 20,000,000 shares subject to redemption), as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class B common stock, $0.0001 par value, 25,000,000 shares authorized; 5,750,100 and 5,000,100 shares issued and outstanding, actual and as adjusted, respectively | | | | 575 | | | | | 500 | | | | | | 575 | | | | | 500 | | | ||||
Additional paid-in capital | | | | 24,425 | | | | | 4,220,770 | | | | | | 24,425 | | | | | 11,750,000 | | | ||||
Accumulated deficit | | | | (337,789) | | | | | (337,789) | | | | | | (337,789) | | | | | (15,261,989) | | | ||||
Total TGR equity (deficit) | | | | (312,789) | | | | | 3,883,481 | | | | | | (312,789) | | | | | (3,511,489) | | | ||||
Non-controlling interest in OpCo | | | | (12,511) | | | | | 1,116,520 | | | | | | (12,511) | | | | | (12,511) | | | ||||
Total stockholders’ equity (deficit) | | | | (325,300) | | | | | 5,000,001 | | | | | | (325,300) | | | | | (3,524,000) | | | ||||
Total capitalization | | | | (48,243) | | | | | 212,000,001 | | | | | | (48,243) | | | | | 207,476,000 | | |
Type of Transaction | | | Whether Stockholder Approval is Required | | |||
Purchase of assets | | | | | No | | |
Purchase of stock of target not involving a merger with the company | | | | | No | | |
Merger of target into a subsidiary of the company | | | | | No | | |
Merger of the company with a target | | | | | Yes | | |
| | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions or repurchases at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions or repurchases pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.20 per public share), including interest earned on the funds held in the trust account and not previously released to pay taxes of the company or Opco, divided by the number of then outstanding public shares and Class A Units of Opco (other than those held by TGR), subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001. | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | If we do not complete our business combination within 18 months from the closing of this offering (or up to 24 months, if the sponsor exercises its extension options), we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.20 per public share including interest earned on the funds held in the trust account and not previously released to pay taxes of the company or Opco (less an amount required to satisfy taxes of the company and Opco and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares and Class A Units of Opco (other than those held by TGR). | |
Impact to remaining stockholders | | | The redemptions in connection with our initial business | | | If the permitted purchases described above are made there | | | The redemption of our public shares and any Class A Units of Opco | |
| | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
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| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the private placement warrants be deposited in a U.S.-based trust account. $204,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a US,-based trust account with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $170,100,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as |
trustee for persons having the beneficial interests in the account. | | ||||||
Investment of net proceeds | | | $204,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes of the company or Opco paid or payable, | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | | |
Limitation on fair value or net assets of target business | | | The NYSE rules require that our initial business combination must occur with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless UBS Securities LLC informs us of its decision to allow earlier |
separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. Additionally, the units will | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | | |
Exercise of the warrants | | | The warrants will become exercisable 30 days after the completion of our initial business combination provided that we have an effective registration statement under the Securities Act covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including |
interest earned on the funds held in the trust account and not previously released to pay taxes of the company or Opco, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions or repurchases pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. Additionally, each public |
stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. | | | | ||||
Business combination deadline | | | If we have not completed an initial business combination within 18 months from the closing of this offering (or up to 24 months, if the sponsor exercises its extension options), we will: (1) cease all | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less an amount required to satisfy taxes of the company and Opco and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares and Class A Units of Opco (other than those held by TGR), which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event that we receive |
notice from the sponsor five days prior to the applicable deadline of its intent to exercise an extension option, we intend to issue a press release announcing such intention to exercise the extension option at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether the funds were timely deposited. | | | | | |||
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay tax obligations of the Company or Opco, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect a business combination within the allotted time. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith); (2) the redemption of any public shares (other than sponsor shares) properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months, if the sponsor exercises its extension options) or (B) with respect to any other provision relating to the rights of holders of our Class A common stock or pre-initial business combination activity; and (3) the redemption of our public shares and any Class A Units of Opco (other than those held by TGR) if we have not completed our initial business combination within 18 months from the closing of this offering (or up to 24 |
months, if the sponsor exercises its extension options), subject to applicable law. | | | | | |||
Limitation on redemption rights of stockholders holding 20% or more of our Class A common stock if we hold stockholder vote | | | If we seek stockholder approval of our initial business combination and we do not conduct redemptions or repurchases in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to | | | Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | Excess Shares (more than an aggregate of 20% of our Class A common stock). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | | |
Tendering stock certificates in connection with a tender offer or redemption rights | | | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. |
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| | | Terms of Our Offering | | | Terms Under Offerings by Other Special Purpose Acquisition Companies | |
Units | | | We are offering units at an offering price of $10.00 per unit. Each unit consists of one share of Class A | | | Same. | |
| | | Terms of Our Offering | | | Terms Under Offerings by Other Special Purpose Acquisition Companies | |
| | | common stock and a fraction of a warrant to purchase one share of Class A common stock at $11.50 per share. | | | | |
Warrants | | | The warrants will become exercisable 30 days after the completion of our initial business combination provided that we have an effective registration statement under the Securities Act covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). | | | Same. | |
Founder Shares | | | Our sponsor acquired a number of Class B Units of Opco that equals 25% of the number of units being offered to the public, inclusive of the underwriter’s over-allotment option, for no consideration, together with a corresponding number of shares of our Class B common stock for a small amount. | | | Same, except that Opco does not exist, so the sponsor acquires a number of shares of our Class B common stock that equals 25% of the number of units being offered to the public, inclusive of the underwriter’s over-allotment option, for a small amount. | |
Sponsor Shares | | | Our sponsor acquired 100 shares of Class A Units of Opco (together with a corresponding number of shares of our Class B common stock) and 2,500 shares of our Class A common stock for a small amount. | | | Not applicable. | |
At Risk Capital | | | Our sponsor will purchase warrants for an aggregate purchase price equal to 5% of the gross proceeds from this offering plus $1.2 million. | | | Under offerings by other special purpose acquisition companies, the sponsor may purchase warrants for an aggregate purchase price equal to 2% of the gross proceeds of the offering plus $2 million. | |
Private Placement Warrants | | | Each private placement warrant will be exercisable to purchase for $11.50 one share of our Class A common stock. | | | Same, except that Opco does not exist, so each private placement warrant is only exercisable to purchase for $11.50 one share of | |
| | | Terms of Our Offering | | | Terms Under Offerings by Other Special Purpose Acquisition Companies | |
| | | | | | our Class A common stock. | |
Voting Rights | | | Our shares of our Class A common stock and Class B common stock are entitled to vote on the same basis. | | | Same. | |
Investment of Net Proceeds | | | We will use the proceeds we receive from this offering to purchase Class A Units and warrants in Opco. Opco will deposit approximately $204 million, or $10.20 per unit (approximately $234.6 million, or $10.20 per unit, if the underwriter’s over-allotment option is exercised in full), into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee and will use $4.95 million to pay expenses in connection with this offering and for working capital following this offering. | | | Same, except that Opco does not exist, so the company directly deposits generally $204 million, or $10.20 per unit ($234.6 million, or $10.20 per unit, if the underwriter’s over-allotment option is exercised in full), into a U.S. based trust account and uses $4.95 million to pay expenses in connection with this offering and for working capital following this offering. | |
Business Combination Deadline | | | If we do not complete an initial business combination within 18 months from the closing of this offering (or up to 24 months, if the sponsor exercises its extension options), we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the 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 on the funds held in the trust account and not previously released to pay taxes of the company or Opco (less an amount required to satisfy taxes of the company and Opco and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares and Class A Units of Opco (other than those held by TGR), which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if | | | Either the same or limited to 24 months with no extension in the case of an agreement in principle. | |
| | | Terms of Our Offering | | | Terms Under Offerings by Other Special Purpose Acquisition Companies | |
| | | any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Redemption Right | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to pay taxes of the company or Opco. | | | Same. | |
Release of Funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay tax obligations of the Company or Opco, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination (including the release |
of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith); (2) the redemption of any public shares (other than sponsor shares) properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months, if the sponsor exercises its extension options) or (B) with | | | Same. | |
| | | Terms of Our Offering | | | Terms Under Offerings by Other Special Purpose Acquisition Companies | |
| | | respect to any other provision relating to the rights of holders of our Class A common stock or pre-initial business combination activity; and (3) the redemption of our public shares and any Class A Units of Opco (other than those held by TGR) if we have not completed our initial business combination within 18 months from the closing of this offering (or up to 24 months, if the sponsor exercises its extension options), subject to applicable law. | | | | |
Opco Units | | | The Class B Units of Opco will convert into Class A Units of Opco in connection with the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as described elsewhere in this prospectus. In addition, following our initial business combination, holders of Class A Units of Opco (other than TGR) will have the right, subject to certain limitations, to exchange Class A Units of Opco (and a corresponding number of shares of our Class B common stock) for, at our option, (i) shares |
of our Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) an equivalent amount of cash. | | | |
Name | | | Age | | | Title | |
Zachary M. Lunn................................ | | | 35 | | | President & Chief Executive Officer | |
R. Blayne Rhynsburger........................ | | | 35 | | | Controller | |
Robert D. Ravnaas.............................. | | | 64 | | | Chairman of the Board of Directors | |
R. Davis Ravnaas................................ | | | 36 | | | Director and Strategic Advisor | |
Matthew S. Daly.................................. | | | 49 | | | Director and Strategic Advisor | |
Kimberly DeWoody............................. | | | 38 | | | Director Nominee | |
Fred N. Reynolds................................. | | | 64 | | | Director Nominee | |
Name and Address of Beneficial Owner(1) | | | Number of Shares of Class A Common Stock Beneficially Owned(2) | | | Approximate Percentage of Outstanding Shares of Class A Common Stock | | | Number of Shares of Class B Common Stock Beneficially Owned(2) | | | Approximate Percentage of Outstanding Shares of Class B Common Stock | | ||||||||||||||||||||||||
| Before Offering | | | After Offering | | | Before Offering | | | After Offering | | ||||||||||||||||||||||||||
Kimbell Tiger Acquisition Sponsor, LLC (our sponsor)(3)(4) | | | | | 2,500 | | | | | | 100% | | | | | | * | | | | | | 5,750,100 | | | | | | 100% | | | | | | 100% | | |
Directors and Named Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Zachary M. Lunn(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
R. Blayne Rhynsburger(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert D. Ravnaas(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
R. Davis Ravnaas(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew S. Daly(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly DeWoody(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fred N. Reynolds(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and executive officers as a group (7 individuals) | | | | | 2,500 | | | | | | 100% | | | | | | * | | | | | | 5,750,100 | | | | | | 100% | | | | | | 100% | | |
Underwriter | | | Number of Units | | |||
UBS Securities LLC | | | | | 20,000,000 | | |
Total | | | | | 20,000,000 | | |
| | | Per Unit(1) | | | Total(1) | | ||||||||||||||||||
| | | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | | ||||||||||||
Underwriting commissions paid by us | | | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 11,000,000 | | | | | $ | 12,650,000 | | |
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| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
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| | | | F-6 | | | |
| | | | F-7 | | | |
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| | | | F-18 | | | |
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| | | | F-20 | | | |
| | | | | |
| | | May 12, 2021 | | |||
ASSETS | | | | | | | |
Current assets | | | | | | | |
Cash | | | | $ | 26,000 | | |
Deferred offering costs associated with proposed public offering | | | | | 261,078 | | |
Total current assets | | | | $ | 287,078 | | |
LIABILITIES AND STOCKHOLDER’S DEFICIT | | | | | | | |
Current liabilities | | | | | | | |
Accounts payable to related party | | | | | 7,983 | | |
Accrued expenses | | | | | 405,955 | | |
Total current liabilities | | | | $ | 413,938 | | |
Commitments and contingencies (Note 5) | | | | | | | |
Stockholder’s deficit: | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
Class A common stock, $0.0001 par value, 225,000,000 shares authorized, 2,500 shares issued and outstanding | | | | | — | | |
Class B common stock, $0.0001 par value, 25,000,000 shares authorized, 5,750,100 shares issued and outstanding(1) | | | | | 575 | | |
Additional paid-in capital | | | | | 24,425 | | |
Accumulated deficit | | | | | (146,981) | | |
Total Kimbell Tiger Acquisition Corporation deficit | | | | | (121,981) | | |
Non-controlling interest in subsidiary | | | | | (4,879) | | |
Total stockholder’s deficit | | | | | (126,860) | | |
Total liabilities and stockholder’s deficit | | | | $ | 287,078 | | |
| General and administrative expenses | | | | $ | 152,860 | | |
| Loss before non-controlling interest and income taxes | | | | | (152,860) | | |
| Income tax expense | | | | | — | | |
| Net loss | | | | | (152,860) | | |
| Net loss attributable to non-controlling interest in subsidiary | | | | | 5,879 | | |
| Net loss attributable to Kimbell Tiger Acquisition Corporation | | | | | (146,981) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 2,500 | | |
| Basic and diluted net income per share, Class A | | | | | (59) | | |
| Weighted average shares outstanding of Class B common stock(1) | | | | | 5,750,100 | | |
| Basic and diluted net loss per share, Class B | | | | | (0) | | |
| | | Class A Common Stock | | | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Non- controlling Interest in subsidiary | | | Total Stockholder’s Deficit | | ||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||
Balance—April 9, 2021 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class A and Class B common stock to Sponsor | | | | | 2,500 | | | | | | — | | | | | | 5,750,100 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | — | | | | | | 25,000 | | |
Issuance of Units in Opco to Sponsor | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,000 | | | | | | 1,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (146,981) | | | | | | (5,879) | | | | | | (152,860) | | |
Balance—May 12, 2021 | | | | | 2,500 | | | | | $ | — | | | | | | 5,750,100 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (146,981) | | | | | $ | (4,879) | | | | | $ | (126,860) | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (152,860) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Deferred offering costs associated with proposed public offering | | | | | (261,078) | | |
| Accrued expenses | | | | | 413,938 | | |
| Net cash used in operating activities | | | | | — | | |
| Cash Flows from Financing Activities | | | | | | | |
| Contributions from Class A and Class B stockholder | | | | | 25,000 | | |
| Contributions from non-controlling interest owner | | | | | 1,000 | | |
| Net cash provided by financing activities | | | | | 26,000 | | |
| Net change in cash | | | | | 26,000 | | |
| Cash—beginning of the period | | | | | — | | |
| Cash—end of the period | | | | $ | 26,000 | | |
| Supplemental disclosure of noncash financing activities: | | | | | | | |
| Deferred offering costs included in accrued expenses | | | | $ | 261,078 | | |
| | | September 30, 2021 | | | May 12, 2021 | | ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash | | | | $ | 26,000 | | | | | $ | 26,000 | | |
Deferred offering costs associated with proposed public offering | | | | | 577,873 | | | | | | 261,078 | | |
Total current assets | | | | $ | 603,873 | | | | | $ | 287,078 | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Promissory note payable to related party | | | | $ | 277,057 | | | | | $ | 7,983 | | |
Accrued expenses | | | | | 652,116 | | | | | | 405,955 | | |
Total current liabilities | | | | | 929,173 | | | | | | 413,938 | | |
Commitments and contingencies (Note 5) | | | | | | | | | | | | | |
Stockholder’s equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 2,500 shares issued and outstanding(1) | | | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 5,750,100 shares issued and outstanding(1) | | | | | 575 | | | | | | 575 | | |
Additional paid-in capital | | | | | 24,425 | | | | | | 24,425 | | |
Accumulated deficit | | | | | (337,789) | | | | | | (146,981) | | |
Total Kimbell Tiger Acquisition Corporation equity | | | | | (312,789) | | | | | | (121,981) | | |
Non-controlling interest in subsidiary | | | | | (12,511) | | | | | | (4,879) | | |
Total stockholder’s equity | | | | | (325,300) | | | | | | (126,860) | | |
Total liabilities and stockholder’s equity | | | | $ | 603,873 | | | | | $ | 287,078 | | |
| General and administrative expenses | | | | $ | 198,440 | | |
| Net loss | | | | | (198,440) | | |
| Net loss attributable to non-controlling interest in subsidiary | | | | | 7,632 | | |
| Net loss attributable to Kimbell Tiger Acquisition Corporation | | | | $ | (190,808) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 2,500 | | |
| Basic and diluted net income per share, Class A | | | | | (76) | | |
| Weighted average shares outstanding of Class B common stock(1) | | | | | 5,750,100 | | |
| Basic and diluted net loss per share, Class B | | | | | (0) | | |
| | | Class A Common Stock | | | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Noncontrolling Interest | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||
Balance—May 12, 2021 | | | | | 2,500 | | | | | $ | — | | | | | | 5,750,100 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (146,981) | | | | | $ | (4,879) | | | | | $ | (126,860) | | |
Issuance of Class A and Class B common stock to Sponsor(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Units in Opco to Sponsor | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | (190,808) | | | | | | (7,632) | | | | | | (198,440) | | | |
Balance September 30, 2021 | | | | | 2,500 | | | | | $ | — | | | | | | 5,750,100 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (337,789) | | | | | $ | (12,511) | | | | | $ | (325,300) | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (198,440) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Deferred offering costs associated with proposed public offering | | | | | (316,795) | | |
| Promissory note payable to related party and accrued expenses | | | | | 515,235 | | |
| Net cash used in operating activities | | | | | — | | |
| Cash Flows from Financing Activities | | | | | | | |
| Contributions from Class A and Class B stockholder | | | | | — | | |
| Contributions from non-controlling interest owner | | | | | — | | |
| Net cash provided by financing activities | | | | | — | | |
| Net change in cash | | | | | — | | |
| Cash—beginning of the period | | | | | 26,000 | | |
| Cash—end of the period | | | | $ | 26,000 | | |
| Supplemental disclosure of noncash financing activities: | | | | | | | |
| Deferred offering costs included in accrued expenses | | | | $ | 577,873 | | |
| | | September 30, 2021 | | | May 12, 2021 | | ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash | | | | $ | 26,000 | | | | | $ | 26,000 | | |
Deferred offering costs associated with proposed public offering | | | | | 577,873 | | | | | | 261,078 | | |
Total current assets | | | | $ | 603,873 | | | | | $ | 287,078 | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Promissory note payable to related party | | | | $ | 277,057 | | | | | $ | 7,983 | | |
Accrued expenses | | | | | 652,116 | | | | | | 405,955 | | |
Total current liabilities | | | | | 929,173 | | | | | | 413,938 | | |
Commitments and contingencies (Note 5) | | | | | | | | | | | | | |
Stockholder’s equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 2,500 shares issued and outstanding(1) | | | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 5,750,100 shares issued and outstanding(1) | | | | | 575 | | | | | | 575 | | |
Additional paid-in capital | | | | | 24,425 | | | | | | 24,425 | | |
Accumulated deficit | | | | | (337,789) | | | | | | (146,981) | | |
Total Kimbell Tiger Acquisition Corporation equity | | | | | (312,789) | | | | | | (121,981) | | |
Non-controlling interest in subsidiary | | | | | (12,511) | | | | | | (4,879) | | |
Total stockholder’s equity | | | | | (325,300) | | | | | | (126,860) | | |
Total liabilities and stockholder’s equity | | | | $ | 603,873 | | | | | $ | 287,078 | | |
| General and administrative expenses | | | | $ | 198,440 | | |
| Net loss | | | | | (198,440) | | |
| Net loss attributable to non-controlling interest in subsidiary | | | | | 7,632 | | |
| Net loss attributable to Kimbell Tiger Acquisition Corporation | | | | $ | (190,808) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 2,500 | | |
| Basic and diluted net income per share, Class A | | | | | (76) | | |
| Weighted average shares outstanding of Class B common stock(1) | | | | | 5,750,100 | | |
| Basic and diluted net loss per share, Class B | | | | | (0) | | |
| | | Class A Common Stock | | | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Noncontrolling Interest | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||
Balance—May 12, 2021 | | | | | 2,500 | | | | | $ | — | | | | | | 5,750,100 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (146,981) | | | | | $ | (4,879) | | | | | $ | (126,860) | | |
Issuance of Class A and Class B common stock to Sponsor(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Units in Opco to Sponsor | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | (190,808) | | | | | | (7,632) | | | | | | (198,440) | | | |
Balance September 30, 2021 | | | | | 2,500 | | | | | $ | — | | | | | | 5,750,100 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (337,789) | | | | | $ | (12,511) | | | | | $ | (325,300) | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (198,440) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Deferred offering costs associated with proposed public offering | | | | | (316,795) | | |
| Promissory note payable to related party and accrued expenses | | | | | 515,235 | | |
| Net cash used in operating activities | | | | | — | | |
| Cash Flows from Financing Activities | | | | | | | |
| Contributions from Class A and Class B stockholder | | | | | — | | |
| Contributions from non-controlling interest owner | | | | | — | | |
| Net cash provided by financing activities | | | | | — | | |
| Net change in cash | | | | | — | | |
| Cash—beginning of the period | | | | | 26,000 | | |
| Cash—end of the period | | | | $ | 26,000 | | |
| Supplemental disclosure of noncash financing activities: | | | | | | | |
| Deferred offering costs included in accrued expenses | | | | $ | 577,873 | | |
| SEC expenses | | | | $ | 40,000 | | |
| FINRA expenses | | | | | 55,000 | | |
| Accounting fees and expenses | | | | | 50,000 | | |
| Printing and engraving expenses | | | | | 35,000 | | |
| Travel and road show expenses | | | | | 15,000 | | |
| Directors and officers liability insurance premiums(1) | | | | | 500,000 | | |
| Legal fees and expenses | | | | | 500,000 | | |
| NYSE listing and filing fees | | | | | 85,000 | | |
| Miscellaneous | | | | | 720,000 | | |
| Total | | | | $ | 2,000,000 | | |
Name | | | Position | | | Date | |
/s/ Zachary M. Lunn Zachary M. Lunn | | | President & Chief Executive Officer (Principal Executive Officer) | | | | |
/s/ R. Blayne Rhynsburger R. Blayne Rhynsburger | | | Controller (Principal Accounting Officer) | | | | |
* Robert D. Ravnaas | | | Chairman of the Board | | | | |
* Matthew S. Daly | | | Director | | | | |
* R. Davis Ravnaas | | | Director | | | | |
*By: /s/ Zachary M. Lunn Attorney-in-Fact | | | | | | | |