Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On December 18, 2025, we consummated the Initial
Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount
of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Cantor acted as sole book-running manager, of the Initial
Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-284331).
The Securities and Exchange Commission declared the registration statements effective on December 16, 2025.
Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of 570,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private
placement to the Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $5,700,000. Of those 570,000 Private Placement
Units, the Sponsor purchased 370,000 Private Placement Units, Cantor Fitzgerald & Co. purchased 200,000 Private Placement Units. Each
Unit consists of one Private Placement Share and one Private Placement Right to receive one tenth (1/10) of one ordinary share upon the
consummation of an initial Business Combination. The issuance was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act.
The Private Placement Units are identical to the
units sold in the Initial Public Offering, 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 $230,000,000 was placed in
the Trust Account.
We incurred a total transaction cost of $15,590,100,
consisting of $4,000,000 cash underwriting fee, $10,950,000 of deferred underwriting fee, and $640,100 of other offering costs 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 Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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