Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
FROM REGISTERED SECURITIES.
Unregistered Sales of Equity Securities
Substantially concurrently
with the closing of the IPO, the Company completed the private sale of 187,500 Private Placement Units to the Sponsor, for an aggregate
purchase price of $1,875,000. The Private Placement Units are identical to the Units issued in the IPO, subject to limited exceptions
as further described in the registration statement filed in connection with the IPO.
The above sales were issued
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No commissions were
paid in connection with such sales.
Use of Proceeds
On June 26, 2026, the Company
consummated its IPO of 11,500,000 Units, including full exercise of the underwriters’ option to purchase an additional 1,500,000
units to cover over-allotments. Each Unit consists of one Class A ordinary share, one redeemable warrant, and one right to receive one-fourth
of one Class A ordinary share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $115,000,000.
Substantially concurrently
with the closing of the IPO, the Company completed the private sale of 187,500 Private Placement Units to the Sponsor for an aggregate
purchase price of $1,875,000. The Private Placement Units are identical to the Units issued in the IPO, subject to limited exceptions
as further described in the registration statement filed in connection with the IPO.
Of the net proceeds received
from the consummation of the IPO and the Private Placement, $115,000,000.00 ($10.00 per unit sold in the IPO) was placed in the Trust
Account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Equiniti Trust Company,
LLC acting as trustee.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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