Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
May 14, 2026, the Company consummated its Initial Public Offering of 12,500,000 Public Units, and on May 15, 2026, the underwriter partially
exercised its over-allotment option for an additional 1,500,000 Public Units, generating gross proceeds of $140,000,000. IB Capital LLC
and I-Bankers Securities, Inc. acted as book-running managers for the Initial Public Offering. The securities in the offering were registered
under the Securities Act on registration statement on Form S-1 (No. 333-291575). The Securities and Exchange Commission declared the
registration statements effective on May 12, 2026. The registration statement registered the Public Units, and the Public Shares and
Public Rights underlying the Public Units.
Simultaneously
with the closing of the Initial Public Offering and the partial exercise of the over-allotment option, the Company consummated the sale
of 470,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor, generating
gross proceeds of $4,700,000.
Of
the gross proceeds received from the Initial Public Offering, the partial exercise of the over-allotment option and the Private Placement
Units, an aggregate of $140,350,000 was placed in the Trust Account.
We
paid transaction costs related to the issuances described above of $2,510,654, consisting of $1,562,500 of cash underwriting fees, $622,654
of other offering costs, and $325,500 of Representative Shares.
For
a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
None.
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.