Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.
Founder
Shares Sales and Transfer
On
June 14, 2024, our CEO, Mr. William W. 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.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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