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Item 2. Unregistered Sales of Equity Securities

2026-05-12 compared with 2025-11-12 · 20 added, 20 removed, 8 unchanged (83% of the section changed)

Unregistered Sales of Equity Securities and Use

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.

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.

The Securities and Exchange Commission declared the registration statements

effective on December 4, 2025.

On December 5, 2024, we

consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000.

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.

The Securities and Exchange Commission declared the registration statement effective

on December 3, 2024.

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 the Sponsor and EBC, generating gross proceeds of $3,500,000.

closing of the Initial Public Offering, we consummated the sale of 350,000 Private Placement Units at a price of $10.00 per Private Placement

Unit in a private placement to the Sponsor and 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.

notified us 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.

option on December 11, 2024, we 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.

We 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.

use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report on Form 10-Q.

Defaults Upon Senior Securities

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities