Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Unregistered Sales of Equity Securities
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 7,750,000 Private Placement Warrant at a price of $1.00 per Private
Placement Warrant, for an aggregate purchase price of $7,750,000. Of those 7,750,000 Private Placement Warrants, the Sponsor purchased
5,000,000 Private Placement Warrants, and the underwriters, CCM and CS purchased 2,750,000 Private Placement Warrants (or 2,612,500 and
137,500 Private Placement Warrants, respectively).
Use of Proceeds
On January 9, 2026, the Company consummated the
Initial Public Offering of 28,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 7,750,000 Private Placement Warrants at a price of $1.00 per Private
Placement Warrant in the Private Placement to the Sponsor and CCM, generating gross proceeds of $7,750,000.
Of the gross proceeds received from the Initial
Public Offering and the Private Placement, an aggregate of $287,500,000 was placed in the Trust Account. The proceeds held in the Trust
Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds
investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
The specific investments in our Trust Account may change from time to time.
We incurred a total of $17,870,483 of transaction
costs, consisting of $5,000,000 of cash underwriting fee, $12,250,000 of deferred underwriting fee, and $620,483 of other offering costs.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 7 of this Report. There has been no material change in the planned use of proceeds from
our Initial Public Offering and the Private Placement as described in the registration statement for the Company’s Initial Public
Offering.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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