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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