Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 25, 2025, the Sponsor acquired an aggregate
of 2,415,000 founder shares for an aggregate purchase price of $25,000. On February 2026, the Company entered into an amendment to the
subscription agreement with the Sponsor, pursuant to which the number of founder shares was increased to 4,025,000 for an aggregated consideration
of $25,000. Following the full exercise of the underwriters’ over-allotment option, no founder shares are subject to forfeiture.
Accordingly, the Sponsor currently holds 4,025,000 founder shares.
On April 16, 2026, the Company consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $100,000,000. On April 17, 2026, the underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 1,500,000 Units at $10.00 per Unit, generating additional gross proceeds of $15,000,000. The over-allotment option closed on April 21, 2026.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 270,000 Units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one right, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,700,000. Upon the closing of the over-allotment option, the Company consummated an additional private placement of 15,000 private placement units, generating gross proceeds of $150,000.
Following the closing of our IPO, an aggregate of $115,575,000 from the net proceeds of the IPO and the sale of the Private Placement Units was held in the Trust Account.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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