Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered
Sales of Equity Securities
There
are no transactions that have not been previously included in a Current Report on Form 8-K.
Use
of Proceeds
On July 2, 2025, we consummated
the Initial Public Offering of 10,000,000 Units, at a purchase price of $10.00 per Public Share, generating proceeds of $100,000,000.
Subsequently, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the Over-Allotment
Option Units closed on July 10, 2025, generating gross proceeds of $15,000,000. Maxim Group LLC acted as sole book-running manager of
the Initial Public Offering. The securities in the Initial Public Offering were registered under the Securities Act on a registration
statement on Form S-1 (File No. 333-286985) (as amended, the “Registration Statement”). The Registration Statement was declared
effective on June 30, 2025.
Following the closing of the Initial Public Offering and over-allotment
option, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units (including the Over-Allotment
Option Units) in the Initial Public Offering and the Private Placement were placed in the Trust Account.
The remaining proceeds from
the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable
us to identify a target and to negotiate and consummate our initial business combination.
There
has been no material change in the planned use of the proceeds from the Initial Public Offering and the Private Placement as is described
in the Prospectus or in the Form 10-K.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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