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
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 Placement 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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