Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 22, 2026, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Cantor Fitzgerald & Co. 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. 333-296376). The Securities and Exchange Commission declared the registration statement effective on June 17, 2026.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 5,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,000,000.The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering, the underwriters’ full exercise of their over-allotment option, and the proceeds of the sale of the Private Placement Warrants, an aggregate of $230,000,000 was placed in the Trust Account.
We paid total transaction costs $14,450,568, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee, and $650,568 of other offering costs.
There has been no material change in the planned use of proceeds from the Initial Public Offering and the Private Placement as described in the final prospectus for the Initial Public Offering filed with the SEC. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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