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, we consummated the sale of 600,000 Class A ordinary shares to the Sponsor at a price
of $10.00 per share in the Private Placement, generating gross proceeds of $6,000,000. No underwriting discounts or commissions were
paid with respect to such sale. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act.
Use
of Proceeds
On
June 18, 2026, we consummated the Initial Public Offering of 25,000,000 Class A ordinary shares, at a purchase price of $10.00 per share,
generating proceeds of $250,000,000.
A
total of $250,000,000 of the proceeds from the Initial Public Offering and the Private Placement was placed in the Trust Account located
in the United States, with Continental acting as trustee. The funds in the Trust Account were initially held in an account at J.P. Morgan
Chase Bank, N.A., and on June 22, 2026, were transferred to an account at CF Secured, an affiliate of the Sponsor. The Trust Account
may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting
the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including
in demand deposit accounts) at a bank, as determined by us.
There
has been no material change in the planned use of the proceeds from the Initial Public Offering and the Private Placement as is described
in the Final Prospectus.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
There
were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.
24
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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.