Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On July 16, 2025, we consummated the Initial
Public Offering of 11,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount
of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3. Roth Capital Partners
LLC acted as sole book-running manager of the offering. The securities in the offering were registered under the Securities Act on registration
statement on Form S-1 (No. 333-284395). The Securities and Exchange Commission declared the registration statements effective on July
15, 2025.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,250,000 Private Placement Warrants, comprising
of two classes of warrants, consisting of Class B.1 warrants and Class B.2 warrants, at a price of $1.00 per Private Placement Warrant,
in a private placement to the Sponsor, and the representatives of the underwriters of the Initial Public Offering, generating gross proceeds
of $3,250,000. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50
per share, subject to adjustment. Of those 3,250,000 Private Placement Warrants, the Sponsor purchased 1,000,000 Class B.1 warrants and
1,000,000 Class B.2 warrants and Roth purchased 1,250,000 Class B.1 warrants. The foregoing issuance was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
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 July 16, 2025, the underwriters exercised
their over-allotment option in full, resulting in the sale of an additional 11,500,000 Units for gross proceeds of $115,500,000. In connection
with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 3,250,000
Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $3,250,000. A total of $118,750,000 was
deposited into the Trust Account.
Of the gross proceeds received from the Initial
Public Offering, the exercise of the over-allotment option and the Private Placement Warrant, an aggregate of $115,000,000 was placed
in the Trust Account.
We paid a total of $6,025,000 in underwriting
fees and $446,835 for other costs and expenses related to the Initial Public Offering.
For a description of the use of the proceeds
generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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