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.
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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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