−Removed: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
+Added: Market for Registrant’s Common
+Added: Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
+Added: Market Information
Our units, Class A ordinary
3 unchanged sentences
trading on November 26, 2024.
−Removed: On December 31, 2024,
−Removed: there were 2 holders of record of our units, 1 holder of record of our Class A ordinary shares, 1 holder of record of our rights,
−Removed: and 6 holders of record of our Class B ordinary shares.
−Removed: Authorized for Issuance Under Equity Compensation Plans
−Removed: Sales of Unregistered Securities
−Removed: Sales of Equity Securities
−Removed: Shares Sales and Transfer
−Removed: On April 23, 2024,
−Removed: the Company issued 2,156,250 Class B ordinary shares, par value $0.0001 per share (the “founder shares”), to ST Sponsor
−Removed: II Limited, the sponsor of the IPO (the “sponsor”) for a purchase price of $25,000, or approximately $0.0116 per share.
−Removed: founder shares held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent
−Removed: that the underwriters’ Over-allotment Option is not exercised in full or in part.
−Removed: The Founder Shares held by
−Removed: the Company’s insiders was reduced by an aggregate of 31,250 forfeited shares.
−Removed: September 11, 2024, the sponsor entered into a securities transfer agreement, pursuant to which the sponsor transferred 100,000 founder
−Removed: shares and 60,000 founder shares to Mr.
−Removed: Will Garner, the Company’s Chairman and CEO, and Ms.
−Removed: Yuanmei Ma, the Company’s CFO,
−Removed: respectively, for a total consideration of $1,855, or approximately $0.0116 per share.
−Removed: On October 24, 2024, the
−Removed: sponsor transferred an aggregate of 60,000 of its founder shares to its three independent directors (20,000 each) for their board service
−Removed: for a total nominal cash consideration of $696.
−Removed: October 25, 2024, simultaneously with the closing of the IPO, the Company completed a private placement (the “Private
−Removed: Placement”) of 240,000 private placement units to the Company’s sponsor, at a purchase price of
−Removed: $10.00 per private placement units, generating gross proceeds to the Company of $2,400,000.
−Removed: above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: commissions were paid in connection with such sales.
−Removed: connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments,
−Removed: if any (the “Over-allotment Option”).
−Removed: On November 19, 2024, the Representative exercised the Over-allotment Option in part,
−Removed: and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000.
−Removed: Simultaneously with the issuance
−Removed: and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional
−Removed: Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.
−Removed: sales of the Additional Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of
−Removed: the Securities Act.
−Removed: No commissions were paid in connection with such sales.
−Removed: October 25, 2024, we consummated the initial public offering (the “IPO”) of 7,500,000 units (the “Units”),
−Removed: at a price of $10.00 per Unit, generating gross proceeds of $75,000,000.
−Removed: Simultaneously with the closing of the IPO, we consummated
−Removed: the sale of 240,000 private placement units, to our sponsor in the Private Placement, generating gross proceeds of
−Removed: 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
−Removed: Company’s public shareholders and with Continental Stock Transfer & Trust Company acting as trustee.
−Removed: November 19, 2024, in connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds
−Removed: 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
−Removed: the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental
−Removed: Stock Transfer & Trust Company acting as trustee.
−Removed: of Equity Securities by the Issuer and Affiliated Purchasers
+Added: On December 31, 2025, there
+Added: were two holders of record of our units, two holder of record of our Class A ordinary shares, one holder of record of our rights, and
+Added: six holders of record of our Class B ordinary shares.
+Added: Securities Authorized for Issuance Under Equity
+Added: Compensation Plans
+Added: Recent Sales of Unregistered Securities
+Added: other than as previously reported in the Company’s filings with the SEC.
+Added: Purchases of Equity Securities by the Issuer
+Added: and Affiliated Purchasers
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.