Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
There
were no sales of unregistered securities during the quarterly period covered by this Quarterly Report.
Subsequent
to the quarterly period covered by this Quarterly Report, on December 8, 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 472,500 Units at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor and BTIG,
LLC, the representative of the underwriters, generating gross proceeds of $4,725.000.
The
Private Placement Units are identical to the Units underlying the Units sold in the Initial Public Offering, except that the Private
Placement Units 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 and the proceeds of the sale of the Private Placement Units, an aggregate
of $143,750,000 was placed in the Trust Account.
Transaction
costs amounted to $8,293,874, consisting of $2,875,000 of cash underwriting fees, $5,031,250 of deferred underwriting commissions
which will be paid on the consummation of the initial Business Combination and $387,624 of other offering costs.
For
a description of the use of the proceeds generated in our Initial Public Offering, see Final Prospectus (424b) filed on December 4, 2025.
Item
3. Defaults Upon Senior Securities
None
Item
4. Mine Safety Disclosures
Not
applicable
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