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.
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 incurred 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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