Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
There were no sales of unregistered
securities during the quarterly period covered by the Report. However, simultaneously with the closing of the Initial Public Offering
and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 8,337,500 Private Placement Warrants to the
Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $8,337,500.
The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed in
the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private
Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
For a description of the
use of the proceeds generated in our Initial Public Offering, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2024, as filed with the SEC on November 13, 2024. There has been no material change in the planned use of
proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments
in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
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.