Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
August 20, 2025, an aggregate of 12,321,429 founder shares were issued to our sponsor for an aggregate of $25,000 (or approximately $0.004
per share). On May 12, 2026, our sponsor surrendered 6,160,714 founder shares to us for no consideration, which shares were cancelled,
resulting in an aggregate of 6,160,715 founder shares outstanding. The surrender and cancellation were effected pursuant to a deed of
surrender executed by our sponsor in accordance with our amended and restated memorandum and articles of association. Out of 6,160,715
founder shares, up to 803,572 of the remaining founder shares will be surrendered to us for no consideration and cancelled after the
closing of this offering depending on the extent to which the Underwriters’ over-allotment option is exercised. The foregoing issuance
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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