Item 2. Unregistered Sales of Equity Securities
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
On June 1, 2024, Maywood Sponsor, LLC paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 8,050,000 Class B ordinary shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On December 19, 2024, the Sponsor forfeited an aggregate of 5,031,250 Class B ordinary shares for no consideration, resulting in there being an aggregate of 3,018,750 Class B ordinary shares outstanding.
On February 14, 2025, the Company consummated its IPO of 8,625,000 Units, including 1,125,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one Class A Ordinary Share and one Right, each Right entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as the lead book-running manager for the offering and Seaport Global Securities acted as joint-book-runner for the offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-284082). The Securities and Exchange Commission declared the registration statement effective on February 12, 025.
Simultaneously with the consummation of the IPO, the Company consummated a Private Placement of 265,625 Private Placement Units, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,656,250. The Private Placement Units were purchased by the Sponsor and the underwriters in the IPO. The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
An aggregate of $86,250,000 has been deposited in the Trust Account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering.
Transaction costs amounted to $5,974,093, consisting of $2,156,250 of cash underwriting fees, $3,450,000 of deferred underwriting commission and $367,789 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.
For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
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