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Item 2. Unregistered Sales of Equity Securities

2025-05-14 compared with 2024-11-13 · 46 added, 41 removed, 4 unchanged (96% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

following “Use of Proceeds” information relates to the registration statement on Form S-1 (File Number 333-272230), as amended

(the “Registration Statement”) for our IPO, which was declared effective by the SEC on November 30, 2023.

On December 6,

2023, we consummated our IPO of 6,000,000 units (the “Units”).

Each Unit consists of one ordinary share, $0.0001 par value

(“Ordinary Share”), and one right (“Right”) to receive one-fifth (1/5) of one Ordinary Share upon the consummation

of an initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000.

Pursuant to that certain underwriting agreement, dated December 1, 2023, we granted Spartan Capital Securities, LLC, the representative

of the underwriters, a 45-day option to purchase up to an additional 900,000 Units solely to cover over-allotments, if any (the “Over-Allotment

Simultaneously with the consummation of the IPO, the underwriters exercised the Over-Allotment Option in full, generating

total proceeds of $9,000,000.

Simultaneously

with the closing of the IPO on December 6, 2023, we consummated the private placement (“Private Placement”) with Aimei Investment

of 332,000 units (the “Private Units”), generating total proceeds of $3,320,000.

The Private Units are identical to

the Units sold as part of the public Units in this offering.

Unregistered Sales of Equity Securities

and Use of Proceeds

The following “Use of Proceeds” information

relates to the registration statement on Form S-1 (File Number 333-272230), as amended (the “Registration Statement”) for

our IPO, which was declared effective by the SEC on November 30, 2023.

On December 6, 2023, we consummated our IPO of 6,000,000 units

(the “Units”).

Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”), and one right (“Right”)

to receive one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination.

The Units were sold at an offering

price of $10.00 per Unit, generating gross proceeds of $60,000,000.

Pursuant to that certain underwriting agreement, dated December 1,

2023, we granted Spartan Capital Securities, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional

900,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”).

Simultaneously with the consummation

of the IPO, the underwriters exercised the Over-Allotment Option in full, generating total proceeds of $9,000,000.

Simultaneously with the closing of the IPO on December

6, 2023, we consummated the private placement (“Private Placement”) with Aimei Investment Ltd.

of 332,000 units (the “Private

Units”), generating total proceeds of $3,320,000.

The Private Units are identical to the Units sold as part of the public Units

in this offering.

Additionally, Aimei Investment Ltd.

agreed not to transfer, assign, or sell

any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until

the completion of our initial business combination.

agreed not to transfer, assign, or sell any of the Private Units or underlying securities

(except in limited circumstances, as described in the Registration Statement) until the completion of our initial business combination.

Aimei Investment Ltd.

was granted certain demand and piggyback registration rights

in connection with the purchase of the Private Units.

December 6, 2023, a total of $69,690,000 of the net proceeds from the sale of Units in the IPO and the Private Placement, were placed

in the Trust Account, located in the U.S.

and held as cash items or may be invested in U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company

that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us,

until the earlier of:

(i) the consummation of a business combination or (ii) the distribution of the funds in the Trust Account to our

shareholders.

paid a total of $1,380,000 in underwriting discounts (excluding deferred underwriting discount of $690,000) and $550,000 for other costs

and expenses related to the IPO.

Additionally,

the underwriters are entitled to $690,000, equal to 1.0% of the gross proceeds of this offering, payable to the underwriters as deferred

underwriting discounts at the closing of our initial business combination from the funds to be placed in the Trust Account.

will be released to the underwriters only upon consummation of an initial business combination, as described in the Registration Statement.

If the business combination is not consummated, such deferred discounts will be forfeited by the underwriters.

The underwriters will

not be entitled to any interest accrued on the deferred underwriting discount.

was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

On December 6, 2023, a total of $69,690,000 of the

net proceeds from the sale of Units in the IPO and the Private Placement, were placed in the Trust Account, located in the U.S.

as cash items or may be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company

Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting

the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of:

(i) the consummation of a business

combination or (ii) the distribution of the funds in the Trust Account to our shareholders.

We paid a total of $1,380,000 in underwriting discounts

(excluding deferred underwriting discount of $690,000) and $550,000 for other costs and expenses related to the IPO.

Additionally, the underwriters are entitled to $690,000,

equal to 1.0% of the gross proceeds of this offering, payable to the underwriters as deferred underwriting discounts at the closing of

our initial business combination from the funds to be placed in the Trust Account.

Such funds will be released to the underwriters only

upon consummation of an initial business combination, as described in the Registration Statement.

If the business combination is not consummated,

such deferred discounts will be forfeited by the underwriters.

The underwriters will not be entitled to any interest accrued on the deferred

underwriting discount.

Defaults Upon Senior Securities

Not applicable.

Mine Safety Disclosures

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities