Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
June 20, 2024, the Sponsor subscribed for 6,118,000 Founder Shares for a total subscription price of $25,000 and fully paid for those
shares. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On
November 4, 2024, the Company consummated the Initial Public Offering of 17,250,000 Units, which includes the full exercise by the underwriters
of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 648,375 Private Placement Units
at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and BTIG, generating gross proceeds of $6,483,750.
Of
the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option, and the Private Placement
Units, an aggregate of $173,362,500 was placed in the Trust Account.
We
incurred a total of $10,113,129 in offering expenses, consisting of $3,450,000 of cash underwriting fee, $6,037,500 of deferred underwriting
fee, and $625,629 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 Quarter Report.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
None.
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