Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
On July 12, 2024, Sponsor HoldCo subscribed for
6,708,333 founder shares for a total subscription price of $25,000 and fully paid for those shares (of which 875,000 shares were forfeited
upon the expiration of the over-allotment option granted to the underwriters). The foregoing issuance of securities was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On November 27, 2024, the Company consummated
the IPO of 17,500,000 Units at $10.00 per Unit, generating gross proceeds of $175,000,000. Simultaneously with the closing of the IPO,
the Company consummated the sale of 663,125 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross
proceeds of $6,631,250, as follows: (A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000
Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A ordinary shares ($4,225,000 in the aggregate)
with Sponsor HoldCo, (C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units
($446,250 in the aggregate) with Seaport.
Of the gross proceeds received from the IPO and
the Private Placement, an aggregate of $175,875,000 was placed in the Trust Account. The proceeds held in the Trust Account will be invested
or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain
conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest-bearing bank demand deposit account
or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a business combination and (ii)
the distribution of the funds in the Trust Account to the Company’s shareholders.
We incurred a total of $11,028,226 of transaction
costs, consisting of $3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting fee, and $528,226 of other offering costs.
For a description of the use of the proceeds
generated in our IPO, see Part I, Item 2 of this Quarterly Report.
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Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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