−Removed: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: FROM REGISTERED SECURITIES.
−Removed: Unregistered Sales of Equity Securities
−Removed: On October 25, 2024, simultaneously
−Removed: with the closing of the IPO, the Company completed the Private Placement of 240,000 Private Placement Units to the Company’s
−Removed: sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company of $2,400,000.
−Removed: The above sales were issued
−Removed: pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: No commissions were paid in
−Removed: connection with such sales.
−Removed: In connection with the IPO,
−Removed: the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment
−Removed: On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the
−Removed: “Option Units”), generating gross proceeds of $10,000,000.
−Removed: Simultaneously with the issuance and sale of the Option Units,
−Removed: the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”)
−Removed: to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.
−Removed: The sales of the Additional
−Removed: Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: No commissions were paid in connection with such sales.
−Removed: Use of Proceeds
−Removed: On October 25, 2024, we consummated
−Removed: the IPO of 7,500,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $75,000,000.
−Removed: Simultaneously with the closing
−Removed: of the IPO, we consummated the sale of 240,000 Private Placement Units, to our sponsor in Private Placement, generating gross proceeds
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.
+Added: Sales of Equity Securities
+Added: October 25, 2024, simultaneously with the closing of the IPO, the Company completed the Private Placement of 240,000 Private Placement
+Added: 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.
−Removed: The net proceeds of $75,187,500
−Removed: from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the Company’s public shareholders
−Removed: and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.
−Removed: On November 19, 2024, in
−Removed: connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from
−Removed: the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established
−Removed: for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust
−Removed: Company acting as trustee.
+Added: above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
+Added: No commissions
+Added: were paid in connection with such sales.
+Added: connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments,
+Added: if any (the “Over-allotment Option”).
+Added: On November 19, 2024, the Representative exercised the Over-allotment Option in part,
+Added: and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000.
+Added: Simultaneously with the issuance
+Added: and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional
+Added: Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.
+Added: sales of the Additional Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the
+Added: Securities Act.
+Added: No commissions were paid in connection with such sales.
+Added: 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.
+Added: Simultaneously with the closing of the IPO, we consummated the sale of 240,000 Private Placement Units, to our sponsor in Private Placement,
+Added: generating gross proceeds of $2,400,000.
+Added: 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
+Added: Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.
+Added: November 19, 2024, in connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds
+Added: 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
+Added: the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental
+Added: Stock Transfer & Trust Company acting as trustee.
DEFAULTS UPON SENIOR SECURITIES.
MINE SAFETY DISCLOSURES.
−Removed: 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.