Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On September 19, 2024, we
consummated our IPO of 6,000,000 Pubic Units. Each Public Unit consists of one Ordinary Share and one right to receive one-tenth
(1/10) of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit,
generating aggregate gross proceeds to the Company of $60,000,000.
Simultaneously with the closing
of the IPO on September 19, 2024, the Company consummated the Private Placement with the Sponsor of 250,000 Private Units at a price of
$10.00 per Private Unit, generating total proceeds of $2,500,000. These securities (other than our IPO securities) were issued pursuant
to an exemption from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) of the securities Act.
The Private Units are identical
to the Public Units except with respect to certain registration rights and transfer restrictions. Holders of the Private Units will be
entitled to registration rights pursuant to the Registration Rights Agreement, dated September 17, 2024, by and among us and the initial
shareholders, so long as the Private Units continue to be held by the Sponsor or their permitted transferees. The holders of a majority
of these securities are entitled to make up to three demands that we register such securities. Additionally, our Sponsor has agreed not
to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration
Statement) until 180 days after the Company completes its initial business combination.
As of September 19, 2024,
a total of $60,300,000 was held in a trust account established for the benefit of the Company’s public shareholders, which included
$60,000,000 of the net proceeds from the IPO and $300,000 of the Private Placement.
For a description of the
use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 – Management’s Discussion and Analysis of
Financial Condition and Results of Operations of this Quarterly Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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