Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On September 16, 2025, we issued an aggregate of 5,750,000 shares of Founder Shares to the Sponsor for an aggregate purchase price of $10,000 in cash.
The registration statement for the Company’s IPO was declared effective on January 15, 2026. On January 20, 2026, the Company consummated its IPO of 20,000,000 Units at $10.00 per unit. On January 23, 2026 the underwriter partially exercised their over-allotment option for additional 2,750,000 Units. Each Unit consists of one share of one Public Share and one-half of one redeemable Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $227,500,000. The Public Warrants will become exercisable on the later of 30 days after the completion of Business Combination and 12 months from the closing of the IPO and will expire five years after the completion of Business Combination or earlier upon Company’s liquidation.
On January 23, 2026, due to the partial exercise of the over-allotment option by the underwriter, the Sponsor forfeited 62,500 Founder Shares of the Company held by Sponsor. As of March 31, 2026 there were 5,687,500 Founder Shares outstanding.
Simultaneously with the closing of the IPO, the Company consummated Private Placement in which i) Sponsor purchased 275,000 Private Units respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of Class A ordinary share at $15.00 per share, for an aggregate purchase price of $100,000.
Each Private Unit consists of one Class A ordinary share and one-half of one non-redeemable Private Unit Warrant. Each whole Private Unit Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share.
Each $15 Private Warrant entitles the holder to purchase one share of ordinary share at an exercise price of $15.00 per share, is exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
Following the closing of the IPO on January 20, 2026 and partial exercise of the over-allotment option, an amount of $227,500,000 ($10.00 per Unit) from the net proceed of the sale of Units in the IPO and the sale of Private Placement Securities were placed in the Trust Account.
We paid a total of $1,137,500 in underwriting fee and approximately $508,000 for other costs and expenses related to the IPO.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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