Item 2. Unregistered Sales of Equity Securities
ITEM
2. 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 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.
Redemptions
In
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.
19
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
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