Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On November 5, 2024, the Sponsor acquired an
aggregate of 1,725,000 Founder Shares for an aggregate purchase price of $25,000. On February 12, 2025, the Company and the Sponsor
entered into the First Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 2,415,000
ordinary shares, $0.0104 per ordinary share. These Founder Shares include an aggregate of up to 315,000 Founder Shares that are subject
to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Founder
Shares will represent 35% of our issued and outstanding shares after this offering (excluding the private shares). On March 17,
2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount
of Founder Shares was adjusted to 2,898,000, of which 378,000 are subject to forfeiture.
On March 19, 2025,
the Company consummated its initial public offering (the “IPO”) of 7,200,000 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-fifth
(1/5) 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 $72,000,000. In connection with the closing of the IPO, the underwriter
fully exercised its over-allotment option to purchase 1,080,000 additional Units for an aggregate of 8,280,000 Units sold.
Simultaneously with the
consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”)
of 231,900 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 $2,319,000.
Following the closing of
our IPO, an aggregate of $82,800,000 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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