Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 27, 2024, our Sponsor paid an aggregate of $25,000, or approximately $0.017 per share, for the purchase of 1,437,500 founder shares, par value $0.0001. Our Sponsor is an accredited investor for purposes of Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. Each of the equity holders in our Sponsor are accredited investors under Rule 501(a) of Regulation D. The sole business of our Sponsor is to act as the Company’s sponsor in connection with this offering.
On September 13, 2024, we consummated its IPO
of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000. We granted the underwriter a 45-day option to purchase
up to an additional 750,000 Units at the IPO price to cover over-allotments. As of September 13, 2024, the over-allotment option was exercised,
generating gross proceeds of $7,500,000 and deposited into the Trust Account. Meanwhile, 57,500 ordinary shares were issued to the underwriter
at the closing of the IPO as representative shares, and 28,750 representative shares will be issued as the deferred underwriting commission
at the consummation of a Business Combination. The securities sold in the IPO were sold pursuant to a registration statement on Form S-1
(File No.: 333-272605). The registration statement became effective on September 11, 2023.
Simultaneously with the consummation of the closing
of the IPO, the Company consummated the private placement of an aggregate of 299,000 units to the Sponsor at a price of $10.00 per Unit,
generating gross proceeds of $2,990,000. The Private Units are identical to the Units sold in the IPO except that the holder has agreed
not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the
Registration Statement) until the completion of the Company’s initial business combination. The sponsor was granted certain demand
and piggy-back registration rights in connection with the purchase of the Private Units. The issuance was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
On September 13,
2024, a total of $57,787,500 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established
for the benefit of the public shareholders and for the period from January 30, 2024 (inception) through September 30, 2024, income earned
on marketable securities held in Trust Account were $147,779, resulted in fair value of marketable securities held in Trust Account of $57,935,279.
Transaction costs of the Initial Public Offering
with the exercise of the over-allotment amounted to $1,845,513, consisting of $862,500 of underwriting commissions which were paid in cash and $522,019 of underwriting commissions which
were paid in representative shares (57,500 ordinary shares), at the closing date of the
IPO, respectively and $460,994 of other offering costs.
Meanwhile, pursuant the underwriting agreement, 1.0% of the gros proceeds
of the IPO, or $575,000, will be paid in cash, and 28,750 representative shares will be issued, both of which as the deferred underwriting
commission at the consummation of a Business Combination.
For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
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