Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On December 11, 2024, we consummated the Initial
Public Offering of 23,000,000 Units at $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option
in the amount of 3,000,000 Units, generating gross proceeds of $230,000,000. Roth acted as sole 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 . 333-282393).
The Securities and Exchange Commission declared the registration statements effective on December 9, 2024.
Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of an aggregate of 840,000 Private Placement Units at a price of $10.00 per Private Placement
Unit, in a private placement to the Sponsor and the representative of the underwriters of the initial Public Offering, generating gross
proceeds of $8,400,000. Of those 8,400,000 Private Placement Units, the Sponsor purchased 495,000 Private Placement Units and Roth Capital
Partners, LLC purchased 345,000 Private Placement Units.
The Private Placement Units (including the underlying
ordinary shares (“Private Placement Shares”) and rights (“Private Placement Rights”)) are identical to the Public
Units (including the underlying Public Shares and Public Share Rights) sold in the Initial Public Offering.
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 $232,300,000 was placed in
the Trust Account.
We paid a total of $5,157,741 of transaction costs,
consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.
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.
23
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures .
None
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