Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On January 16, 2025, we consummated the initial
public offering of 17,250,000 units. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $172,500,000.
Cohen & Company Capital Markets acted as lead book-running manager, Seaport Global Securities acted as joint book runner and
Benjamin Securities, Inc. acted as co-manager, of the initial public offering. The securities in the offering were registered under the
Securities Act on a registration statement on Form S-1 (File No. 333-281144). The SEC declared the registration statement effective on
January 14, 2025.
Simultaneously with the closing of the initial
public offering, we consummated the sale of an aggregate of 672,875 private placement units at a price of $10.00 per private placement
unit, generating gross proceeds of $6,728,750. Each private placement unit has an offering price of $10.00 and consists of one Class A
ordinary share and one-half of one redeemable Public Warrant. Each whole public warrant entitles the holder to purchase one Class A
ordinary share at a price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act.
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The private placement warrants are identical
to the warrants underlying the units sold in the initial public offering, except that the private placement warrants are not transferable,
assignable or salable until after the completion of a business combination, subject to certain limited exceptions.
On January 16, 2025, the underwriters exercised
their over-allotment option in full as part of the closing of the initial public offering. As such, the 750,000 founder shares are no
longer subject to forfeiture.
We paid a total of $10,932,289, consisting of
$3,450,000 of cash underwriting fee, $6,900,000 of deferred underwriting fee, and $582,289 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 Quarterly Report.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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