Item 2. Unregistered Sales of Equity Securities
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
On June 4, 2025, Stone Bay, LLC, one of the Company’s sponsors, paid $25,000, or approximately $0.01 per share, to cover certain of our offering costs in exchange for 2,424,324 Class B ordinary shares. In October 2025, we effected a share capitalization resulting in the issuance of an additional 1,616,217 founder shares. As a result, Stone Bay, LLC held an aggregate of 4,040,541 founder shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).
On April 15, 2026, we consummated our initial public offering (the “IPO”) of 10,000,000 units (“Units”),. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), one right (“Rights”), each Right entitling its holder to receive one-fourth of one Ordinary Share upon the completion of the Company’s initial business combination and one warrant (“Warrants”), each Warrant entitling the holder to purchase one Ordinary Share for $11.50. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-294616). The registration statement was declared effective on April 13, 2026.
Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) of 140,000 units (“Private Placement Units”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $1,400,000. The Private Placement Units were purchased by West Pike, LLC, one of the Company’s sponsors. The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions. West Pike has agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
An aggregate of $100,000,000 has been deposited in the trust account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering ($10.00 per unit sold in the offering, including the over-allotment option).
Transaction costs related to the Initial Public Offering amounted to approximately $4,302,199, consisting of $500,000 of cash underwriting fees, $3,348,381 representing the fair value of representative shares issued to the underwriter, and $453,818 of other offering costs, including legal, audit and filing fees.
For a description of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.