Item 1A. Risk Factors
Item
1A. Risk Factors
As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report
on Form 10-Q. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors”
contained in our final prospectus for the IPO filed with the SEC. Any of these factors could result in a significant or material adverse
effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability
to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from
time to time in our future filings with the SEC.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
On
October 17, 2025, we issued an aggregate of 7,392,857 Class B ordinary shares (“Founder Shares”) to the Sponsor for an aggregate
purchase price of $25,000 in cash. Such ordinary shares included an aggregate of up to 964,286 Class B ordinary shares subject to forfeiture
by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will
collectively own 30% of the outstanding shares after the IPO (not including the Class A ordinary shares that are included within the
Private Units). On May 6, 2026, pursuant to the downsize of the Initial Public Offering, our sponsor surrendered 2,217,857 Class B ordinary
shares for no consideration, leaving sponsor with 5,175,000 Class B ordinary shares for an aggregate purchase price of $25,000 (up to
675,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment
option is exercised). On August 3, 2026, the effective date of the registration statement, the Sponsor transferred an aggregate of 40,000
of its Founder Shares, or 10,000 each to its four officers and independent directors, except Ian Hanna, for their board service, for
nil cash consideration. As the underwriters’ over-allotment option was not exercised, 675,000 Founder Shares are subject to forfeiture.
On
August 5, 2026, we consummated our Initial Public Offering of 10,500,000 units, at $10.00 per Unit, generating gross proceeds of $105,000,000.
Each Public Unit contains one Class A ordinary share, one right, and one redeemable warrant.
Simultaneously
with the consummation of the closing of the Initial Public Offering, we consummated the private placement of an aggregate of 140,000
units to the Sponsor at a price of $10.00 per Private Unit, generating gross proceeds of $1,400,000.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable
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