Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 20, 2024, we consummated the Initial Public Offering of 16,000,000 Units (including the sale of 1,000,000 Units associated with the underwriters’ over-allotment option). Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $160,000,000. Cohen & Company Capital Markets acted as lead book running manager, Seaport Global Securities acted as the co-book runner and both acted as representatives of the underwriters of the Initial Public Offering. The securities in the Initial Public Offering were registered under the Securities Act on Registration Statement on Form S-1 (No. 333-279899), which became effective on June 17, 2024.
Simultaneous with the consummation of the Initial Public Offering, the Sponsor consummated the private placement of an aggregate of 5,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,000,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants 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, the partial exercise of the over-allotment option and the private placement of Private Placement Warrants, an aggregate of $160,000,000 was placed in the Trust Account.
We paid a total of $10,184,856 consisting of $3,000,000 of cash underwriting fee, $6,600,000 of deferred underwriting fee, and $584,856 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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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