We are a blank check company incorporated on February 5, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or business entities, which we refer to as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
Our executive offices are located at 100 First Stamford Place, Suite 330, Stamford, CT 06902 and our telephone number is (203) 930-2200. Our corporate website address is www.hcmacquisition.com.
On February 11, 2021, our Sponsor purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On January 5, 2022, we effected a share capitalization in which our Sponsor was issued an additional 2,875,000 ordinary shares so that our Sponsor owned an aggregate of 10,062,500 founder shares. At December 31, 2021, the initial shareholder held, collectively, 7,187,500 founder shares.
At closing, we consummated an initial public offering of 28,750,000 units at a price of $10.00 per unit generating gross proceeds of $293,250,000 before underwriting discounts and expenses. Each “unit” consists of one Class A Ordinary Share of the Company at $0.0001 par value and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share. Only whole Warrants may be exercised and no fractional Warrants will be issued upon separation of the units and only whole Warrants may be traded. Prior to closing, we completed the private sale (the “private placement”) of an aggregate of 13,000,000 warrants (the “private placement warrants”), to our Sponsor and Cantor Fitzgerald at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $13,000,000. The Warrants will become exercisable on the later of 30 days after the completion of the business combination or 12 months from closing, and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Alternatively, if we do not complete a business combination within 15 months after closing, the Warrants will expire at the end of such period.
We received gross proceeds from the IPO and the sale of the private placement warrants of $287,500,000 and $13,000,000, respectively, for an aggregate of $300,500,000. $293,250,000 of the gross proceeds were deposited in the Trust Account. At closing, the remaining $7,250,000 was held outside of the Trust Account, of which $5,000,000 was used to pay underwriting discounts and $2,250,000 was used to pay accrued offering and formation costs, business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In the future, a portion of interest income on the funds held in the Trust Account may be released to us to pay tax obligations.
On March 11, 2022, we announced that the holders of our units may elect to separately trade the Class A Ordinary Shares and Warrants included in the units commencing on March 14, 2022 on Nasdaq under the symbols “HCMA” and “HCMAW,” respectively. Those units not separated will continue to trade on the Nasdaq under the symbol “HCMAU.”
Our Charter provides for the return of the IPO proceeds held in the trust account to the holders of public shares if there is no qualifying business combination(s) consummated on or before April 25, 2023, assuming that the time to complete a business combination is not extended as described in the Charter. The Company is currently in the process of completing its Proposed Business Combination pursuant to the Business Combination Agreement, dated as of March 13, 2023, as it may be amended, which provides for a business combination between the Company and the Murano Group.
In order to support the extension to consummate the Proposed Business Combination to the Extended Date or the Additional Extended Date, the Sponsor agrees to deposit $[ ] into the Trust Account, which is an aggregate of $ [ ] per Class A ordinary share for each month of the extension period up to and until [ ], pro-rated for partial months during the extension period, resulting in a maximum contribution of $[ ], or $[ ] per share of Class A ordinary shares.