Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 27, 2025, the Company issued an aggregate of 9,583,333 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 1,250,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On January 12, 2026, the underwriters fully exercised their over-allotment option and as a result, the 1,250,000 Founder Shares are no longer subject to forfeiture. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On January 12, 2026, we consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. The securities sold in the initial public offering were registered under the Securities Act on registration statement on Form S-1 (File No. 333-290473). The SEC declared the registration statement effective on January 8, 2026.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 760,000 Private Units, at a price of $10.00 per Private Unit, in a private placement to the Sponsor and BTIG, the representative of the underwriters in the Initial Public Offering, generating gross proceeds of $7,600,000.
Of those 760,000 Private Units, the Sponsor purchased 435,000 Private Units, and BTIG purchased 325,000 Private Units. Each Private Unit consists of one Class A ordinary share and one-fourth of one redeemable Private Warrant. Each whole Private Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Of the gross proceeds received from the Initial Public Offering and the net proceeds of the sale of the Private Units, an aggregate of $287,500,000 was placed in the Trust Account.
We paid total transaction costs of $16,395,917, consisting of $5,750,000 of cash underwriting fee, $10,062,500 of deferred underwriting fee, and $583,417 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 Quarterly Report.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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