Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Use
of Proceeds
On
November 24, 2025, our sponsor entered into a subscription agreement, as amended, with us to purchase 4,362,069 founder shares for an
aggregate purchase price of $25,000, or approximately $0.0057 per share.
The registration statement for our Initial Public Offering was declared
effective by the SEC on March 26, 2026. We completed our Initial Public Offering on March 30, 2026. In
our Initial Public Offering, we sold 11,200,000 units at an offering price of $10.00, including units sold in connection with the partial
exercise of the over-allotment option, generating gross proceeds of $112,000,000. Each Unit consisted of one ordinary share and one right.
Each right entitles the holders thereof to receive one-fifth (1/5) of one ordinary share upon the consummation of the initial business
combination.
Simultaneously
with the closing of the Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, Future
Wealth Capital Corp., the Company completed the private sale of an aggregate of 304,000 units (the “Private Placement Units”)
to the sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,040,000.
Transaction costs related to our Initial Public Offering amounted to $1,866,553,
consisting of $1,400,000 of underwriting fees, and $466,553 of other offering costs. A total of $112,560,000, from the proceeds of the
Initial Public Offering and the Private Placement, was placed in a U.S.-based trust account, established by Equiniti Trust Company, LLC,
acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay
its taxes, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion
of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial
Public Offering if we extend the period of time to consummate a business combination) (the “Completion Window”) or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (3)
the redemption of our public shares if we have not completed an initial business combination within the completion window, subject to
applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have
priority over the claims of our public shareholders.
Net
cash generated from the Initial Public Offering and private placement units and held outside of the trust used in operating
activities was $ 331,427. As of April 30, 2026, the
Company had working capital of $ 510,387.
Our management has broad discretion with respect to the specific application
of the proceeds of the Initial Public Offering and the Private Placement that are held out of the Trust Account, although substantially
all the net proceeds are intended to be applied generally towards consummating a business combination and working capital. Since our Initial
Public Offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently
have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our
securities and loans from the Sponsor and other parties to fund our operations.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
24
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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