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Item 2. Unregistered Sales of Equity Securities

2025-11-19 compared with 2025-08-14 · 27 added, 19 removed, 3 unchanged (94% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Use of Proceeds

On December 22, 2022, the Company consummated

the initial public offering of 6,000,000 Units (the “Units” and, with respect to the ordinary shares included in the Units

sold, the “Public Shares”), including 900,000 Units that were issued pursuant to the underwriters’ exercise of their

over-allotment option in full on December 29, 2022, at $10.00 per Unit, generating gross proceeds of $73,305,000.

Simultaneously with the closing of the initial

public offering, we consummated the sale of 365,000 Private Placement Units to the Sponsor and 25,000 Private Placement Units to EBC at

a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,900,000.

On December 29, 2022, simultaneously

with the sale of the over-allotment Units, the Company consummated the private sale of an additional 37,904 Private Placement Units to

the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds of $405,000.

The underwriter was paid a cash underwriting discount

of $0.20 per Unit, or $1,725,000 in the aggregate upon the closing of the Initial Public Offering.

Transaction costs related to the issuances described

above amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other offering costs, and $1,425,000 to trust

After deducting the underwriting discounts and commissions and offering expenses, the total net proceeds from the initial public

offering and the sale of the Private Placement Units $71,030,000 (or $10.20 per share sold in the initial public offering) was placed

in the Trust Account.

December 22, 2022, the Company consummated the initial public offering of 6,000,000 Units (the “Units” and, with respect

to the ordinary shares included in the Units sold, the “Public Shares”), including 900,000 Units that were issued pursuant

to the underwriters’ exercise of their over-allotment option in full on December 29, 2022, at $10.00 per Unit, generating gross

proceeds of $73,305,000.

Simultaneously

with the closing of the initial public offering, we consummated the sale of 365,000 Private Placement Units to the Sponsor and 25,000

Private Placement Units to EBC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of

On December 29, 2022, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale

of an additional 37,904 Private Placement Units to the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds

underwriter was paid a cash underwriting discount of $0.20 per Unit, or $1,725,000 in the aggregate upon the closing of the Initial Public

costs related to the issuances described above amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other

offering costs, and $1,425,000 to trust account.

After deducting the underwriting discounts and commissions and offering expenses, the

total net proceeds from the initial public offering and the sale of the Private Placement Units $71,030,000 (or $10.20 per share sold

in the initial public offering) was placed in the Trust Account.

connection with the shareholders’ vote at the Extraordinary General Meeting held on September 19, 2025, 1,937 ordinary shares of

the Company exercised their right to redeem such shares (the “ Redemption ”) for a pro rata portion of the funds

held in the Trust Account.

In connection with the extraordinary general meeting held on September 5, 2025 to approve the business combination

(the “Business Combination Meeting”), shareholders holding an aggregate of 383,145 Ordinary Shares exercised their right

to redeem such shares for a pro rata portion of the funds in the Trust Account.

Shareholders holding 1,128,626 ordinary shares of the

Company exercised their right to redeem such shares for a pro rata portion of the funds held in the trust account in connection with

both the Extraordinary General Meeting and the Business Combination Meeting, for a total of 1,513,708 ordinary shares submitted their

shares for Redemption.

In connection with the Redemptions, approximately $18,200,461 (approximately $12.02 per share) was removed from

the Trust Account to pay such shareholders.

DEFAULTS UPON SENIOR SECURITIES

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