Item 2. Unregistered Sales of Equity Securities
Item
2 – Unregistered Sales of Equity Securities and Use of Proceeds
On
March 21, 2024, Calisa Holding LP, one of our sponsors, acquired an aggregate of 1,725,000 founder shares for an aggregate purchase price
of $25,000. Thereafter, it transferred an aggregate of 1,155,750 founder shares to Alisa Group Limited, our other sponsor. Prior to the
initial investment in our company of $25,000 by our sponsors, we had no assets, tangible or intangible. In June 2025, we effected a 4-for-3
forward split of our outstanding shares resulting in there being an aggregate of 2,300,000 founder shares outstanding. The issuance of
the foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).
On
October 23, 2025, the Company consummated the Initial Public Offering of 6,000,000 Units. Each Unit consists of one Ordinary Share, $0.000075
par value, and one Right, each entitling the holder to receive one-tenth of one Ordinary Share upon completion of the Company’s
initial Business Combination. The Units were sold at $10.00 per Unit, generating gross proceeds of $60,000,000. EBC acted as sole book-running
manager. The securities were registered under the Securities Act on Form S-1 (File No. 333-280565), which was declared effective on October
20, 2025.
Simultaneously
with the IPO, the Company completed a private placement of 252,500 Private Placement Units at $10.00 per unit, generating gross proceeds
of $2,525,000. The Private Placement Units were purchased by the Sponsors and EBC and are identical to the Units sold in the IPO, subject
to customary transfer restrictions. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act.
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On
October 23, 2025, $60,000,000 was deposited into the Trust Account established with Continental Stock Transfer & Trust Company as
trustee in connection with the IPO.
Transaction
costs amounted to $1,960,106, consisting of $1,200,000 of cash underwriting fees, and $760,106 of other offering costs. These costs were
charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion
of the IPO.
For
a description of the proceeds generated in the IPO, see Part I, Item 2 of this Form 10-Q.
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