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.
23
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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