Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Unregistered Sales of Equity Securities
There were no sales of unregistered securities
during the period covered by this Quarterly Report. However, subsequent to the period covered by this Quarterly Report, on December 19,
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. The securities sold in the initial
public offering were registered under the Securities Act on registration statement on Form S-1 (File No. 333-291425). The SEC declared
the registration statement effective on December 17, 2025.
Simultaneously
with the closing of the initial public offering, we consummated the sale of 4,116,667 Private Placement Warrants at a price of $1.50
per Private Placement Warrant, in a private placement to the Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $6,175,000.
Of those 4,116,667 Private Placement Warrants, the Sponsor purchased 2,783,334 Private Placement Warrants and Cantor Fitzgerald &
Co. purchased 1,333,333 Private Placement Warrants.
Use of Proceeds
Following the closing of our Initial Public Offering
on December 19, 2025, a total of $230,000,000 (which amount includes $10,950,000 of the deferred underwriting commission) was placed in
a U.S.-based Trust Account.
Transaction costs amounted to $15,646,442, consisting
of $4,000,000 of cash underwriting fees, $10,950,000 of deferred underwriting fees, and $696,442 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 Quarterly Report.
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Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
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