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 May 29, 2025, substantially
concurrently with the closing of the initial public offering (the “IPO”) of the Company, the Company completed the private
sale of 230,000 units (the “Private Units”) to ST Sponsor Investment LLC (the “Sponsor HoldCo”), a Cayman Islands
limited liability company which has one member, ST Sponsor Limited, a Cayman Islands exempted company and the Company’s sponsor
(the “Sponsor”). Each Private Unit consists of one Class A Ordinary Share and one right. 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. The Private Units are identical to
the Units sold in the IPO, subject to limited exceptions as described in the final prospectus of the Company relating to the IPO (SEC
File No. 333-283689), dated May 27, 2025 and filed with the SEC on May 28, 2025.
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.
Use of Proceeds
On 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. Simultaneously with the closing
of the IPO, we consummated the sale of 230,000 Private Placement Units, to our sponsor in Private Placement, generating gross proceeds
of $2,300,000.
The 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 Company’s public shareholders
and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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