What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-11-10 compared with 2025-08-14 · 22 added, 32 removed, 3 unchanged (95% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

FROM REGISTERED SECURITIES.

Founder Shares Sales and Transfer

On June 14, 2024, our CEO,

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.

Shares Sales and Transfer

June 14, 2024, our CEO, Mr.

Snyder, our CFO, Ms.

Jia Peng, and the sponsor (the “sponsor”) of our IPO (as defined below), Aitefund Sponsor

LLC, acquired an aggregate of 1,725,000 Class B ordinary shares, par value of $0.0001 each (the “founder shares”), for an

aggregate purchase price of $25,000.

On July 9, 2024, an additional 431,250 founder shares were issued, at par value, to the sponsor,

for the purchase price of $43, resulting that the sponsor to hold 1,996,250 founder shares.

On December 4, 2024, the

effective date of the registration statement of the IPO (as defined below), the sponsor transferred an aggregate of 60,000 of its founder

shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $696.

Private Placement

On December 6, 2024, simultaneously

with the closing of the IPO, the Company completed a private placement (the “Private Placement”) of 244,250 private placement

units to the Company’s sponsor, at a purchase price of $10.00 per private placement units, generating gross proceeds to the Company

of $2,442,500.

The above sales were issued

pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No commissions were paid in

connection with such sales.

Use of Proceeds

On December 6, 2024, we consummated

the initial public offering (the “IPO”) of 8,625,000 units (the “Units”), at a price of $10.00 per Unit, including

1,125,000 additional Units granted to the underwriters to cover over-allotments, if any (the “Over-Allotment Option”), generating

gross proceeds of $86,250,000.

Simultaneously with the closing of the IPO, we consummated the sale of 244,250 private placement units,

to our sponsor in the Private Placement, generating gross proceeds of $2,442,500.

The proceeds of $86,250,000

from the IPO and the Private Placement were placed in the trust account established for the benefit of the Company’s public shareholders

with Wilmington Trust, N.A., acting as trustee.

Jia Peng, and the sponsor (the “sponsor”) of our IPO (as defined

below), Aitefund Sponsor LLC, acquired an aggregate of 1,725,000 Class B ordinary shares, par value of $0.0001 each (the “founder

shares”), for an aggregate purchase price of $25,000.

On July 9, 2024, an additional 431,250 founder shares were issued, at par

value, to the sponsor, for the purchase price of $43, resulting that the sponsor to hold 1,996,250 founder shares.

December 4, 2024, the effective date of the registration statement of the IPO (as defined below), the sponsor transferred an aggregate

of 60,000 of its founder shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration,

December 6, 2024, simultaneously with the closing of the IPO, the Company completed a private placement (the “Private Placement”)

of 244,250 private placement units to the Company’s sponsor, at a purchase price of $10.00 per private placement units, generating

gross proceeds to the Company of $2,442,500.

above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

commissions were paid in connection with such sales.

December 6, 2024, we consummated the initial public offering (the “IPO”) of 8,625,000 units (the “Units”), at

a price of $10.00 per Unit, including 1,125,000 additional Units granted to the underwriters to cover over-allotments, if any (the “Over-Allotment

Option”), generating gross proceeds of $86,250,000.

Simultaneously with the closing of the IPO, we consummated the sale of 244,250 private

placement units, to our sponsor in the Private Placement, generating gross proceeds of $2,442,500.

proceeds of $86,250,000 from the IPO and the Private Placement were placed in the trust account established for the benefit of the Company’s

public shareholders with Wilmington Trust, N.A., acting as trustee.

DEFAULTS UPON SENIOR SECURITIES.

MINE SAFETY DISCLOSURES.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities