Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There are no transactions that have not been previously included in a Current Report on Form 8-K.
Use of Proceeds
On October 1, 2025, we consummated our IPO of 5,750,000 Units, including 750,000 Units issued upon the full exercise of the underwriter’s over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000. The securities in our IPO were registered under the U.S. Securities Act of 1933, as amended, on a registration statement on Form S-1 (File No. 333-286983). The registration statement was declared effective on September 30, 2025.
Following the closing of our IPO, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in our IPO and Private Placement was placed in the Trust Account. The funds in the Trust Account will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the U.S. Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, or (ii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any), to complete our initial business combination.
Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from the IPO and Private Placement held in the Trust Account will not be released until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the Combination Period, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
Transaction costs relating to the IPO amounted to $3,063,880, consisting of $287,500 of cash underwriting commissions, $2,300,000 of fair value of Class A Ordinary Shares issued to the underwriter, and $476,380 of other offering costs.
There has been no material change in the planned use of the proceeds from the IPO and the Private Placement as is described in the Prospectus.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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