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Item 2. Unregistered Sales of Equity Securities

2024-12-03 compared with 2024-12-03 · 27 added, 18 removed, 26 unchanged (63% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.

Sales of Equity Securities

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

FROM REGISTERED SECURITIES.

Unregistered Sales of Equity Securities

Founder Shares Sales and Transfer

10 unchanged sentences

consideration of $1,855, or approximately $0.0116 per share.

On October 24, 2024, the

effective date of the registration statement of the IPO, the Sponsor transferred an aggregate of 60,000 of its Founder Shares, or 20,000

each to its three independent directors for their board service, for nominal cash consideration, of $696.

On October 24, 2024, the effective date of the registration statement

of the IPO, the Sponsor transferred an aggregate of 60,000 of its Founder Shares, or 20,000 each to its three independent directors for

their board service, for nominal cash consideration, of $696.

Private Placements

October 25, 2024, simultaneously with the closing of the IPO, the Company completed the Private Placement of 240,000 Private Placement

Units to the Company’s sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company

of $2,400,000.

above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

commissions were paid in connection with such sales.

On October 25, 2024, simultaneously

with the closing of the IPO, the Company completed the Private Placement of 240,000 Private Placement Units to the Company’s

sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company of $2,400,000.

The above sales were issued

pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No commissions were paid in

connection with such sales.

In connection with the IPO,

5 unchanged sentences

at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.

The sales of the Additional

Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No commissions were paid in connection with such sales.

October 25, 2024, we consummated the IPO of 7,500,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $75,000,000.

Simultaneously with the closing of the IPO, we consummated the sale of 240,000 Private Placement Units, to our sponsor in Private

Placement, generating gross proceeds of $2,400,000.

net proceeds of $75,187,500 from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the

Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

The sales of the Additional Private Placement Units issued pursuant

to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No commissions were paid in connection

with such sales.

Use of Proceeds

On October 25, 2024, we consummated

the IPO of 7,500,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $75,000,000.

Simultaneously with the closing

of the IPO, we consummated the sale of 240,000 Private Placement Units, to our sponsor in Private Placement, generating gross proceeds

of $2,400,000.

The net proceeds of $75,187,500

from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the Company’s public shareholders

and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

On November 19, 2024, in connection with the offering of the Option

4 unchanged sentences

MINE SAFETY DISCLOSURES.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities