Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On September 29, 2025, we consummated the initial
public offering of 28,750,000 Units, including 3,750,000 Units issued as a result of the full exercise by the underwriters of their over-allotment
option, at $10.00 per Unit, generating gross proceeds of $287,500,000. Cantor acted as sole book-running manager of the Initial Public
Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-290088).
The Securities and Exchange Commission declared the registration statements effective on September 25, 2025.
Simultaneously with the closing of the Initial
Public Offering, the Sponsor and Cantor Fitzgerald & Co. pursuant to written agreements, purchased an aggregate of 3,500,000
Private Placement Warrants (whether or not the underwriters’ overallotment option is exercised in full), each exercisable to purchase
one Class A ordinary share at $11.50 per share, at a price of $2.00 per warrant, or $7,000,000 in the aggregate, in a private placement.
Of those 3,500,000 Private Placement Warrants, the Sponsor purchased 2,250,000 Private Placement Warrants and Cantor Fitzgerald &
Co. purchased 1,250,000 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment. The issuance of the Private Placement Warrants was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to
the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants 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 Warrants, an aggregate of $287,500,000 was placed in the Trust Account.
We paid a total of $17,861,874, consisting of
$5,000,000 of cash underwriting fee, $12,250,000 of deferred underwriting fee, and $611,874 of other offering costs.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.