Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On March 24, 2025, we consummated the Initial
Public Offering of 14,375,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount
of 1,875,000 Units, at $10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the Initial Public
Offering, we consummated the sale of 565,625 Private Placement Units $10.00 per Private Placement Unit, in a private placement to the
Company’s sponsor, generating gross proceeds of $5,656,250.
Simultaneous with the consummation of the Initial
Public Offering, the Sponsor consummated the private placement units of an aggregate of 565,625 units at a price of $10.00 per Private
Placement Unit, generating total proceeds of $5,656,250. Each Unit consists of one Class A ordinary share and one-half of one redeemable
warrant (each, a “Public Warrant”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act.
The Private Warrants are identical to the warrants
underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable
until after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial
Public Offering, the exercise of the over-allotment option and the Private Placement Units, an aggregate of $144,181,250 was placed in
the Trust Account.
We paid a total of $8,409,601, consisting of $2,875,000
of cash underwriting fee, $5,031,250 of deferred underwriting fee, and $503,351 of other offering costs and expenses related to the Initial
Public Offering.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
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