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 3,694,429 founder shares for an aggregate purchase price 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 3,694,429 founder shares.
On May 26, 2026, the Company consummated its initial public offering (the “IPO”) of 7,500,000 units (the “Units”). Each Unit consists of one ordinary share and one-half of one redeemable warrant. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $75,000,000. On May 27, 2026, the underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 1,125,000 Units at $10.00 per Unit, generating additional gross proceeds of $11,250,000. The over-allotment option closed on May 29, 2026.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 297,500 Units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one-half of one redeemable warrant, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,975,000. Upon the closing of the over-allotment option, the Company consummated an additional private placement of 15,000 private placement units, generating gross proceeds of $150,000.
Following the closing of our IPO, an aggregate of $87,112,500 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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