Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On December 10, 2025, we consummated the Initial
Public Offering of 25,000,000 Units, including the partial exercise by the underwriters of their over-allotment option in the amount of
2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. The securities sold in the Initial Public Offering were
registered under the Securities Act on registration statements on Form S-1 (No. 333-290165) and (No. 333-292014). The SEC declared the
registration statements effective on December 8, 2025.
Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of 685,000 Private Units at a price of $10.00 per Private Unit, in a private placement to our
Sponsor and the Underwriters, generating gross proceeds of $6,850,000. The Private Units are identical to the Units sold in the Initial
Public Offering, except as otherwise disclosed in the registration statements. No underwriting discounts or commissions were paid with
respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act of 1933, as amended.
Transaction costs amounted to $14,449,003, consisting
of $5,000,000 of cash underwriting fee, $8,750,000 of deferred underwriting fee, and $699,003 of other offering costs.
Following the closing of the Initial Public Offering,
of the net proceeds received from the consummation of the Initial Public Offering and simultaneous Private Placement, $250,000,000 ($10.00
per unit sold in the Initial Public Offering) was placed in the Trust Account
There has been no material change in the planned
use of proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus for its
Initial Public Offering.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers during the Quarter Ended September 30, 2025
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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