Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
As disclosed in Items 1.01, 2.03, and 3.02 of the Company’s Current Report on Form 8‑K filed on February 17, 2026, the Company issued a Working Capital Note on February 11, 2026, in the aggregate principal amount of $250,000 to the Sponsor ( See Note 6 – Related Party Transactions ). Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Company on the earlier of the date on which Company consummates its initial Business Combination or the date that the winding up of the Company is effective; and is convertible at the Sponsor’s election upon the consummation of the Company’s initial Business Combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into Working Capital Units, rounded down to the nearest whole number. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Working Capital Note.
On February 19, 2026, the Company drew $250,000 against the Working Capital Note. As of March 31, 2026, there is $250,000 outstanding under the Working Capital Note. Other than the issuance of the Working Capital Note, no unregistered sales of equity securities were completed by the Company during the fiscal quarter ending on March 31, 2026.
As disclosed in Items 1.01 and 3.02 of the Company’s Current Report on Form 8‑K filed on August 26, 2025, the Company entered into a Business Combination Agreement and related agreements that contemplate the issuance, at the closing of the Business Combination, of shares of the Company’s capital stock and warrants to certain counterparties as transaction consideration and in related financing arrangements. These contemplated issuances are subject to customary closing conditions and have not occurred as of the date of this report. Accordingly, no securities have been issued, no proceeds have been received, and no sales of the Company’s securities have taken place in connection with the Business Combination Agreement and related agreements during the period covered by this report.
If and when the closing of the proposed Business Combination occurs, the Company expects that any such issuances will be made in private transactions in reliance on exemptions from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) and, where applicable, Regulation D and/or Regulation S. Any unregistered sales that occur immediately before, at, or after the closing of the Business Combination will be reported in the Company’s periodic reports covering the period in which such issuances occur and/or in a Current Report on Form 8‑K, as appropriate.
Use of Proceeds
On June 30, 2025, the Company consummated its Initial Public Offering of 17,250,000 units, including 2,250,000 units issued pursuant to the underwriters’ full exercise of their over‑allotment option, at a price of $10.00 per unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the offering, the Company consummated the private placement to the Sponsor of 351,825 private placement units at a price of $10.00 per unit, for aggregate gross proceeds of $3,518,250. Each private placement unit consists of one Class A ordinary share and one‑third of one redeemable warrant, each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share. After deducting the underwriting discounts and commissions paid at closing and offering expenses, an aggregate of $173,362,500 ($10.05 per unit) from the sale of the units in the offering and the private placement units was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, as trustee.
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As of March 31, 2026, the net proceeds from the offering and the concurrent private placement remain on deposit in the trust account in accordance with the Company’s governing documents and the terms disclosed at the time of the offering, pending completion of the Company’s initial business combination. Consistent with the Company’s governing documents and the trust agreement, funds in the Trust Account have been invested only in U.S. government securities with a maturity of 185 days or less, in money market funds meeting the conditions of Rule 2a‑7 under the Investment Company Act that invest solely in direct U.S. government obligations, as uninvested cash, or in an interest‑bearing demand deposit or other bank account. Other than permitted withdrawals for taxes and allowed expenses, there has been no material change in the planned use of proceeds as described in the Company’s final prospectus. As of March 31, 2026, the Trust Account contains $177,932,677.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable.
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