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 900,000 Class A ordinary shares to the Sponsor at a price of $10.00 per share in the Private
Placement, generating gross proceeds of $9,000,000. No underwriting discounts or commissions were paid with respect to such sale. This
issuance was pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
On August 22, 2025, we consummated the Initial
Public Offering of 45,000,000 Class A ordinary shares, including 5,000,000 Public Shares issued pursuant to the partial exercise of the
underwriters’ over-allotment option, at a purchase price of $10.00 per Public Share, generating proceeds of $450,000,000.
A total of $450,000,000 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 August 25, 2025,
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
None.
22
Item 3. Defaults Upon
Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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