Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On December 13, 2024, we issued to the Sponsor
1,581,250 Founder Shares for an aggregated consideration of $25,000, or approximately $0.016 per share, of which an aggregate of up to
206,250 shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. As a
result of the underwriters’ option not to exercise the over-allotment option, a total of 206,250 Founder Shares were forfeited on
July 30, 2025. The foregoing issuance of securities was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act.
On June 16, 2025, we consummated the IPO of 5,500,000
Units. Each Unit consists of one Class A ordinary share no par value of the Company and one right to receive one-tenth (1/10) of one Class
A ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $55,000,000.
Simultaneously with the closing of the IPO, we
consummated the Private Placement with BEST SPAC I (Holdings) Corp., the Company’s sponsor, of 277,000 Private Placement Units at
a price of $10.00 per Private Placement Unit, generating total proceeds of $2,770,000. The Private Placement Units are identical to the
Units sold in this offering except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable
by us, and (ii) they (including the Class A ordinary shares issuable upon conversion of the private placement rights) may not, subject
to certain limited exceptions, be transferred, assigned or sold by our Sponsor until the completion of our initial business combination.
As of June 16, 2025, a total of $55,000,000 of
the net proceeds from the IPO and the Private Placement were deposited in the Trust Account. The funds placed in the Trust Account will
be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as
cash or cash items (including in demand deposit accounts).
Total transaction costs amounted to $1,581,116
consisting of $550,000 of cash underwriting commissions which was paid in cash at the closing date of the IPO on June 16, 2025, $544,500
fair value of the Representative Shares, and $423,616 of other offering costs.
For a description of the use of the proceeds generated
in our IPO, see Part I, Item 2 of this report.
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Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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