Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 28, 2026, the Sponsor acquired an aggregate of 2,466,750 founder shares for an aggregate purchase price of $25,000. On May 28, 2026, the Company entered into the First Amendment to the subscription agreement with the Sponsor, pursuant to which the number of founder shares was increased to 3,700,125 for an aggregated consideration of $25,000. Following the full exercise of the underwriters’ over-allotment option, no founder shares are subject to forfeiture. Accordingly, the Sponsor currently holds 3,700,125 founder shares.
On June 26, 2026, the Company consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Units”), including 1,125,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination, and one redeemable warrant. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 255,500 Units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share, one right and one redeemable warrant, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,555,000.
Following the closing of our IPO, an aggregate of $86,250,000 from the net proceeds of the IPO and the sale of the Private Placement Units was held in the Trust Account.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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