Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Unregistered Sales of Equity Securities
There were no sales of unregistered securities
during the quarterly period covered by this Report. However, simultaneously with the closing of the Initial Public Offering, we consummated
the sale of 500,000 Class A ordinary shares to the Sponsor at a price of $10.00 per share in the Private Placement, generating gross proceeds
of $5,000,000. 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
There were no offerings of registered securities
and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of
the use of proceeds generated in the Initial Public Offering and the Private Placement, see Part II, Item 5 of our Annual Report on Form
10-K for the year ended December 31, 2024, as filed with the SEC on March 28, 2025 (the “2024 Form 10-K). There has been no material
change in the planned use of proceeds from the Initial Public Offering and the Private Placement as described in the IPO Final Prospectus
or the 2024 Form 10-K. The specific investments in the Trust Account may change from time to time.
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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.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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