Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
Use of Proceeds
On August 2, 2024, our sponsor entered into
a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01
per share. Due to the reduction in the offering size, we and our sponsor subsequently amended such securities subscription agreement,
pursuant to which we subsequently cancelled 287,500 founder shares such that our sponsor now owns an aggregate of 1,437,500 founder shares
for an aggregate purchase price of $25,000.
The registration statement
for our initial public offering was declared effective by the Securities and Exchange Commission on March 31, 2025. We completed our initial
public offering on April 1, 2025. In our initial public offering, we sold 5,750,000 units at an offering price of $10.00, including units
sold in connection with the exercise of the Over-Allotment Option, generating gross proceeds of $57,500,000. Each Unit consisted of one
ordinary share and one right. Each right entitles the holders thereof to receive one-fifth (1/5 th ) of one ordinary share upon
the consummation of the initial business combination.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, UY Scuti Investments
Limited, the Company completed the private sale of an aggregate of 240,848 units (the “Private Placement Units”) to
the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,408,480.
Transaction costs related
to our IPO amounted to $3,019,884, consisting of $875,000 of underwriting fees, $1,812,600 of the Representative Shares and $332,284 of
other offering costs. A total of $57,500,000, from the proceeds of the IPO and the Private Placement, was placed in a U.S.-based trust
account, established by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the
funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released
from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption
of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended
and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s
public shares if it does not complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months
or 18 months from the closing of the IPO if we extend the period of time to consummate a business combination), or (B) with respect to
any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s
public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months
or 18 months from the closing of the IPO if we extend the period of time to consummate a business combination.
Net cash generated from the IPO and private placement units and held
outside of the trust was used in operating activities was $792,706. As of June 30, 2025, the Company had working capital of $577,708.
Our management has broad
discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust
Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination
and working capital. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.
We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the
sale of our securities and loans from the Sponsor and other parties to fund our operations.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.