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Unregistered Sales of Equity Securities
−Removed: Founder Shares Sales and Transfer
−Removed: On April 23, 2024, the
−Removed: Company issued 2,156,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), to ST Sponsor II
−Removed: Limited, the sponsor of the IPO (the “Sponsor”) for a purchase price of $25,000, or approximately $0.0116 per share.
−Removed: Shares held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the
−Removed: underwriters’ Over-allotment Option (as defined below) is not exercised in full or in part.
−Removed: On September 11, 2024, the
−Removed: Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 insider shares and 60,000 insider
−Removed: shares to Mr.
−Removed: Will Garner, the Company’s Chairman and CEO, and Ms.
−Removed: Yuanmei Ma, the Company’s CFO, respectively, for a total
−Removed: consideration of $1,855, or approximately $0.0116 per share.
−Removed: On October 24, 2024, the effective date of the registration statement
−Removed: 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
−Removed: their board service, for nominal cash consideration, of $696.
−Removed: Private Placements
On October 25, 2024, simultaneously
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Simultaneously with the issuance and sale of the Option Units,
−Removed: the Company completed a private placement sale of 15,000 Private Units (the “Additional Private Placement Units”) to the Sponsor
−Removed: at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.
+Added: the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”)
+Added: 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
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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.