Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
On
December 5, 2024, the Company consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds
of $100,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager, of the Initial Public Offering. The securities in the offering
were registered under the Securities Act on registration statement on Form S-1 (No. 333-280275). The Securities and Exchange Commission
declared the registration statements effective on December 4, 2025.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 Private Placement Units at a price of $10.00
per Private Placement Unit in a private placement to Tavia Sponsor PTE. LTD., a Sponsor and EarlyBirdCapital, Inc., the EBC, generating
gross proceeds of $3,500,000.
On
December 9, 2024, EBC notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional
Units at $10.00 per Unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with
the closing of the over-allotment option on December 11, 2024, the Company consummated the private placement of an aggregate of 37,500
Private Placement Units to the Sponsor and EBC at a price of $10.00 per unit, generating gross proceeds of $375,000. After giving effect
to the exercise of the over-allotment option, an aggregate of 11,500,000 Units have been issued in the Initial Public Offering and the
over-allotment at an aggregate offering price of $115,000,000, and an aggregate amount of $115,575,000 ($10.05 per unit) from the net
proceeds of the sale of the public units, and a portion of the net proceeds from the sale of the private placement units, was placed
in the Trust Account.
The
Company paid a total of $3,605,995, consisting of $2,300,000 of cash underwriting fee and $1,305,995 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 Form10-Q.
Item 3.
Defaults Upon Senior Securities
None
Item 4.
Mine Safety Disclosures
Not
applicable
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