| (1) |
|
Consists
of (i) 11,500,000 shares of common stock, that may be issued upon the exercise of 11,500,000 warrants originally sold as part of
units in the Company’s initial public offering (the “IPO”), and (ii) 634,375 shares of common stock that may be
issued upon the exercise of the 634,375 warrants originally sold as part of private placement units in a private placement (“Private
Placement Warrants”) that closed simultaneously with the consummation of the IPO, which securities were included in the Company’s
registration statement on Form S-1 (File No: 333-282540) (as post-effectively amended, the “Prior Registration Statement”).
Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of common stock
as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions. No registration fee is
payable in connection with these previously registered securities because such securities are being transferred from the Prior Registration
Statement to the Registration Statement pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities
Act, the Registration Statement, upon effectiveness, will constitute a post-effective amendment to Prior Registration Statement,
which post-effective amendment will become effective concurrently with the effectiveness of the Registration Statement in
accordance with Section 8(c) of the Securities Act. |
| (2)
|
|
Amount
of securities represents the resale of 6,107,501 shares of common stock by the selling securityholders named in the Registration
Statement, which securities were included in the Prior Registration Statement. Pursuant to Rule 416 under the Securities Act, there
are also being registered such indeterminable additional shares of common stock as may be issued to prevent dilution as a result
of stock splits, stock dividends or similar transactions. registration fee is payable in connection with these previously registered
securities because such securities are being transferred from the Prior Registration Statement to the Registration Statement
pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities Act, the Registration Statement,
upon effectiveness, will constitute a post-effective amendment to Prior Registration Statement, which post-effective amendment will
become effective concurrently with the effectiveness of the Registration Statement in accordance with Section 8(c) of the
Securities Act. |