UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.
−Removed: Sales of Equity Securities
−Removed: October 25, 2024, simultaneously with the closing of the IPO, the Company completed the Private Placement of 240,000 Private Placement
−Removed: Units to the Company’s sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company
−Removed: 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: No commissions
−Removed: 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 the
−Removed: Securities Act.
−Removed: No commissions were paid in connection with such sales.
−Removed: 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.
−Removed: Simultaneously with the closing of the IPO, we consummated the sale of 240,000 Private Placement Units, to our sponsor in Private Placement,
−Removed: generating gross proceeds of $2,400,000.
−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 the underwriters of the IPO 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.
+Added: On April 17, 2026, the Company issued an unsecured promissory note to the Sponsor in the principal amount of up to US$500,000 (the “Working Capital Note”) partially evidencing the loans provided previously by the Sponsor and partially allowing the Sponsor to provide additional loans thereunder.
+Added: The Working Capital Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S.
+Added: Treasury Bill rate, and amounts outstanding thereunder are payable on the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation.
+Added: On April 24, 2026, the sponsor deposited $850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination.
+Added: In connection with the extension, the Company issued an unsecured promissory note dated April 23, 2026, in the principal amount of US$850,000 to the Sponsor (the “First Extension Note”).
+Added: The First Extension Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S.
+Added: Treasury Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation.
+Added: On August 3, 2026, the sponsor deposited $850,000 into the trust account, as a result of which, the Company has until October 25, 2026 to complete its initial business combination.
+Added: In connection with the extension, the Company issued an unsecured promissory note dated July 31, 2026, in the principal amount of US$850,000 to the Sponsor (the “Second Extension Note”).
+Added: The Second Extension Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S.
+Added: Treasury Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation.
DEFAULTS UPON SENIOR SECURITIES.
MINE SAFETY DISCLOSURES.
+Added: 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.