Item 1A. Risk Factors
Item
1A. Risk Factors
As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report
on Form 10-Q. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors”
contained in our final prospectus for the IPO filed with the SEC. Any of these factors could result in a significant or material adverse
effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability
to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from
time to time in our future filings with the SEC.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
On
July 18, 2025, our Sponsor purchased an aggregate of 1,725,000 insider shares for an aggregate of $25,000 (or approximately $0.014 per
share), up to 225,000 of which shall be surrendered to us for no consideration after the closing of the IPO on the extent to which the
underwriters’ over-allotment option is exercised. On the same date, 2025, our Sponsor transferred an aggregate of 80,000 insider
shares to our officers and directors. As a result of the underwriters’ exercise of the over-allotment option on October 25, 2025,
none of the founder shares are subject to surrender or forfeiture.
On
October 24, 2025, we consummated the IPO of 6,000,000 Units, at $10.00 per Unit. Each Unit consists of one ordinary share, and one redeemable
warrant. Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment. Later
on October 25, 2025, the underwriters fully exercised their over-allotment option to purchase 900,000 additional Units for an aggregate
of 6,900,000 Units sold.
Simultaneously
with the consummation of the IPO, the over-allotment option and the sale of the Units, the Company consummated the private placement of
203,100 Private Units, each Private Unit consisting of one ordinary share and one redeemable warrant, to the Sponsor at a price of $10.00
per Private Unit, generating total gross proceeds of $2,031,000.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable
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