−Removed: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: FROM REGISTERED SECURITIES.
−Removed: Unregistered Sales of Equity Securities
−Removed: On May 29, 2025, substantially concurrently with
−Removed: the closing of the initial public offering (the “IPO”) of the Company, the Company completed the private sale of 230,000 units
−Removed: (the “Private Units”) to ST Sponsor Investment LLC (the “Sponsor HoldCo”), a Cayman Islands limited liability
−Removed: company which has one member, ST Sponsor Limited, a Cayman Islands exempted company and the Company’s sponsor (the “Sponsor”).
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.
+Added: Sales of Equity Securities
+Added: May 29, 2025, substantially concurrently with the closing of the initial public offering (the “IPO”) of the Company, the
+Added: Company completed the private sale of 230,000 units (the “Private Units”) to ST Sponsor Investment LLC (the “Sponsor
+Added: HoldCo”), a Cayman Islands limited liability company which has one member, ST Sponsor Limited, a Cayman Islands exempted company
+Added: and the Company’s sponsor (the “Sponsor”).
Each Private Unit consists of one Class A Ordinary Share and one right.
−Removed: The Private Units were sold at a purchase price of $10.00 per
−Removed: Private Units, generating gross proceeds to the Company of $2,300,000.
−Removed: The Private Units are identical to the Units sold in the IPO, subject
−Removed: to limited exceptions as described in the final prospectus of the Company relating to the IPO (SEC File No.
−Removed: 333-283689), dated May 27,
−Removed: 2025 and filed with the SEC on May 28, 2025.
−Removed: The above sales were issued pursuant to the exemption
−Removed: 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 May 29, 2025, we consummated the IPO of 7,475,000
−Removed: Public Units, at a price of $10.00 per Unit, generating gross proceeds of $74,750,000.
−Removed: Simultaneously with the closing of the IPO, we
−Removed: consummated the sale of 230,000 Private Placement Units, to our sponsor in Private Placement, generating gross proceeds of $2,300,000.
−Removed: The net proceeds of $75,123,750 from the IPO and
−Removed: the Private Placement were placed in the Trust Account established for the benefit of the Company’s public shareholders and the
−Removed: underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.
+Added: The Private Units were sold at a purchase price of $10.00 per Private Units, generating gross proceeds to the Company of $2,300,000.
+Added: The Private Units are identical to the Units sold in the IPO, subject to limited exceptions as described in the final prospectus of the
+Added: Company relating to the IPO (SEC File No.
+Added: 333-283689), dated May 27, 2025 and filed with the SEC on May 28, 2025.
+Added: above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
+Added: commissions were paid in connection with such sales.
+Added: May 29, 2025, we consummated the IPO of 7,475,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $74,750,000.
+Added: Simultaneously with the closing of the IPO, we consummated the sale of 230,000 Private Placement Units, to our sponsor in Private
+Added: Placement, generating gross proceeds of $2,300,000.
+Added: net proceeds of $75,123,750 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.
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.