Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
FROM REGISTERED SECURITIES.
Unregistered Sales of Equity Securities
Founder Shares Sales and Transfer
On April 23, 2024, the
Company issued 2,156,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), to ST Sponsor II
Limited, the sponsor of the IPO (the “Sponsor”) for a purchase price of $25,000, or approximately $0.0116 per share. The Founder
Shares held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the
underwriters’ Over-allotment Option (as defined below) is not exercised in full or in part.
On September 11, 2024, the
Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 insider shares and 60,000 insider
shares to Mr. Will Garner, the Company’s Chairman and CEO, and Ms. Yuanmei Ma, the Company’s CFO, respectively, for a total
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.
Private Placements
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,
the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment
Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the
“Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units,
the Company completed a private placement sale of 15,000 Private Units (the “Additional Private Placement Units”) to the Sponsor
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.
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
Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering of the Option
Units and the sale of Additional Private Placement Units 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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