Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.
There are no transactions
that have not been previously included in a Current Report on Form 8-K.
Use of Proceeds
On May 12, 2025,
the Sponsor paid $25,000 to cover certain offering costs in exchange for 4,312,500 founder shares. Up to 562,500 founder shares are subject
to forfeiture by the sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. If none
of the founder shares are forfeited, the resulting purchase price would be approximately $0.006 per share. The number of founder shares
issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares
upon completion of this offering. Such securities were issued in connection with our incorporation pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act. The Sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
The sole business of our sponsor is to act as the Company’s sponsor in connection with this offering.
Subsequent to the quarterly
period covered by this Quarterly Report, on September 26, 2025, we consummated the Initial Public Offering of 17,250,000 Units, which
includes the full exercise by the underwriter of its over-allotment option of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds
of $172,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 375,000 Private
Placement Units at a price of $8.00 per Private Placement Unit, generating gross proceeds of $3,000,000.
The Private Placement
Units are identical to the Units underlying the Units sold in the Initial Public Offering, except that the Private Placement Units are
not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering and
the proceeds of the sale of the Private Placement Units, an aggregate of $172,500,000 was placed in the Trust Account.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon
Senior Securities
None
Item 4. Mine Safety
Disclosures
None
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