Item 1A. Risk Factors
Item 1A. Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our final prospectus for the IPO filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
As a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have established certain processes for identifying, evaluating, and managing material risks from cybersecurity threats as a part of our overall technology management strategy. These processes are designed and reassessed on a periodic basis to help protect our technology assets and operations from internal and external security threats.
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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On August 1, 2025, simultaneously
with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 200,000 units (the
“Private Units”) to MFH 1, LLC, the sponsor of the Company (the “Sponsor”), at a price of $10.00 per Private Unit,
generating total gross proceeds of $2,000,000 (the “Private Placement”). No underwriting discounts or commissions were paid
with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
The private units will be
identical to the units sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private
units (and the component securities, as well as any securities underlying those component securities) (i) are locked-up until the completion
of our initial business combination (ii) will be entitled to registration rights, (iii) the Class A ordinary shares included as a component
of the private units will not be entitled to redemption rights. and (iv) with respect to private warrants comprising part of the private
units held by D. Boral Capital and/or their designees, will not be exercisable more than five years from the commencement of sales in
this offering in accordance with FINRA Rule 5110(g)(8).
Use of Proceeds from the Public Offering
On August 1, 2025, the
Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A Ordinary
Shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000
(the “Initial Public Offering”) and incurring offering costs of 3,582,634, consisting of $2,419,400 of the Representative
Shares and $1,163,234 of other offering costs.
On August 11, 2025,
the underwriters of the IPO notified the Company of their partial exercise of the over-allotment option and purchased 3,000,000 additional
units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of
$30,000,000. The over-allotment option closed on August 13, 2025.
As of the date hereof, the
underwriters have not yet exercised their option to purchase an additional 750,000 Option Units pursuant to the exercise of the over-allotment
option.
The securities sold in the
Public Offering were registered under the Securities Act on the Company’s registration statement on Form S-1 (No. 333-286810). The
SEC declared the registration statement effective on July 30, 2025.
Of the gross proceeds received
from the Initial Public Offering and a portion of the proceeds of the Private Units, $250,000,000 was placed in a Trust Account at the
closing on August 1, 2025. We issued 1,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share, to designees
of the representative of the underwriters (the “representative shares”) at closing of the Initial Public Offering. The underwriters
were not entitled to any cash underwriting fee at closing of the Initial Public Offering. The underwriters will not be entitled to any
deferred underwriting fee upon closing of the Business Combination.
On August 11, 2025,
the underwriters of the IPO notified the Company of their partial exercise of the over-allotment option and purchased 3,000,000 additional
units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of
$30,000,000. The over-allotment option closed on August 15, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable
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