United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 23, 2024
Date of Report (Date of earliest event reported)
Aldel Financial II Inc.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-42377 |
|
98-1800702 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
|
104 S. Walnut Street, Unit 1A
Itasca, IL |
|
60143 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (847) 791 6817
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary Shares |
|
ALDF |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
ALDF.W |
|
The Nasdaq Stock Market LLC |
| Units |
|
ALDF.U |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On October 23, 2024,
Aldel Financial II Inc. (the “Company”) consummated its initial public offering (“IPO”), which consisted
of 23,000,000 units (the “Units”), including the exercise in full by the underwriter of an option to purchase up to
3,000,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds
to the Company of $230,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A
Ordinary Shares”), of the Company, and one-half of one redeemable warrant (each, a “Warrant”) of the Company,
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed (i) the private placement of an aggregate
of 707,500 units (the “Private Placement Units”) to the Sponsor and BTIG, LLC, the representative of the underwriters,
at $10.00 per Unit, each Unit consisting of one Class A Ordinary Share and one-half of one redeemable Warrant, each whole Warrant
exercisable to purchase one Class A Ordinary Share of the Company, and (ii) the private placement of an aggregate of 1,000,000
warrants (“OTM Warrants” and, together with the Private Placement Units, the “Private Placement Securities”) at
a price of $0.10 per warrant, each exercisable to purchase one share of Class A common stock at $15.00 per share, for an aggregate
purchase price of $100,000. Of those 707,500 Private Placement Units, the Sponsor purchased 477,500 Private Placement Units and BTIG,
LLC purchased 230,000 Private Placement Units.
The OTM Warrants are identical
to the Warrants sold in the IPO, except that the OTM Warrants will be non-redeemable and may be exercised on a cashless basis, in each
case so long as they continue to be held by the Sponsor, or its permitted transferees. The Private Placement Units are identical to the
Units sold in the IPO, except that the Private Units are subject to transfer restrictions. The Sponsor and BTIG, LLC were granted certain
demand and piggyback registration rights in connection with the purchase of the Private Placement Securities.
The Private Placement Securities were issued pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $231,150,000,
comprised of the proceeds from the IPO and the sale of the Private Placement Securities (which amount includes $8,625,000 of the underwriter’s
deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting
as trustee.
An audited balance sheet
as of October 23, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Securities
has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 29, 2024
ALDEL FINANCIAL II INC.
| By: |
/s/ Robert I. Kauffman |
|
| Name: |
Robert I. Kauffman |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
INDEX TO FINANCIAL STATEMENT
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders of Aldel
Financial II Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of Aldel Financial II Inc. (“the Company”) as of October 23, 2024, and the related notes (collectively referred to as the
financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of October 23, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there were no critical audit matters.
Fruci & Associates II, PLLC – PCAOB ID #05525
We have served as the Company’s auditor since 2024.
Spokane, Washington
October
29, 2024
Aldel Financial II Inc.
Balance Sheet
October 23, 2024
| ASSETS | |
| |
| Current assets | |
| | |
| Cash | |
$ | 1,588,944 | |
| Prepaid expense | |
| 361,400 | |
| Total current assets | |
| 1,950,344 | |
| | |
| | |
| Cash held in trust account | |
| 231,150,000 | |
| TOTAL ASSETS | |
$ | 233,100,344 | |
| | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| Current liabilities | |
| | |
| Accounts payable | |
$ | 337,722 | |
| Accrued offering costs | |
| 25,000 | |
| Promissory note | |
| 178,334 | |
| TOTAL LIABILITIES | |
$ | 541,056 | |
| | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | |
| Class A ordionary shares; $0.0001 par value, subject to possible redemption, 23,00,000 shares at redemption value | |
$ | 231,150,000 | |
| | |
| | |
| STOCKHOLDERS' EQUITY | |
| | |
| Preferred shares, $0.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding | |
| - | |
| Class A ordinary Shares, $0.0001 par value; 479,000,000 shares authorized; 707,500 issued and outstanding (excluding 23,000,000 shares subject to possible redemption) | |
$ | 71 | |
| Class B ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 6,160,714 issued and outstanding | |
| 616 | |
| Additional paid in capital | |
| 1,420,705 | |
| Accumulated deficit | |
| (12,104.00 | ) |
| Total Stockholders' Equity | |
| 1,409,288 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 233,100,344 | |
The accompanying notes are an integral part of
the financial statements
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS
Aldel Financial II Inc. (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted company on July 15, 2024 . The Company was formed for the purpose
of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities (“Business Combination”).
Although the Company is not limited to a particular
industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial
services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks
associated with early stage and emerging growth companies.
As of October 23,2024, the Company had not
yet commenced any operations. All activity through October 23, 2024 relates to the Company’s formation and the initial public
offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from
the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
IPO was declared effective on October 21, 2024. On October 23, 2024, the Company consummated its IPO of 23,000,000 units (the
“Units”) at $10.00 per unit including the 3,000,000 Units that were issued pursuant to the underwriters’ full exercise
of their over-allotment option. Each Unit consist of one share of Class A ordinary share of the Company, par value $0.0001 per share
(the “Public Share”) and one-half of one redeemable warrant ( “Public Warrant”), each whole Public Warrant entitling
the holder thereof to purchase one share of Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00
per Unit, generating gross proceeds to the Company of $230,000,000. The Public Warrants will become exercisable on the later of 30 days
after the completion of Business Combination and 12 months from the closing of the IPO and will expire five years after the completion
of Business Combination or earlier upon Company’s liquidation.
Simultaneously with the closing of the IPO, the
Company consummated private placements (the “Private Placements”) in which (i) Aldel Investors II LLC (the “Sponsor”)
and BTIG LLC (“ Underwriter”) purchased 477,500 and 230,000 private units (the “Private Units”) respectively,
at a price of $10.00 per Private Unit, generating total proceeds of $7,075,000, and (ii) the Sponsor purchased an aggregate of 1,000,000
warrants (“$15 Private Warrant”) and, together with the Private Units, the “Private Placement Securities”) at
a price of $0.10 per warrant, each exercisable to purchase one share of Class A common stock at $15.00 per share, for an aggregate
purchase price of $100,000.
Each Private Unit will consist of one common share
and one-half of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder
to purchase one share of common stock at an exercise price of $11.50 per share.
Each $15 Private Warrant will entitle the holder
to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from
the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants
and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the
completion of a Business Combination, subject to certain limited exceptions.
The Company’s Units are listed on the National
Association of Securities Dealers Automated Quotations (“Nasdaq”). The Company’s management has broad discretion with
respect to the specific application of the net proceeds of the IPO and sale of the $15 Private Warrants, and Private Units, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that
the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the
net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest
earned on the trust account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
Following the closing of the IPO, an amount of
$231,150,000 ($10.05 per Unit) from the net proceed of the sale of Units in the IPO and the sale of Private Placement Securities were
placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a
money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s
shareholders, as described below.
The Company will provide its shareholders with
the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed
Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which
shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination.
If the Company seeks shareholder approval of a
Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated
articles of incorporation will provide that a public shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more
of the Public Shares without the Company’s prior written consent.
The holders of Public Shares will be entitled
to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption
rights upon the completion of a Business Combination with respect to the Company’s warrants. As of October 23,2024, the redemption
value of the trust account was $10.05 per share.
If a shareholder vote is not required and the
Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and
restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission
(“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement
with the SEC prior to completing a Business Combination.
The Sponsor, officers, directors and advisors
(the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common
shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not
to propose an amendment to the Company’s amended and restated articles of incorporation with respect to the Company’s pre-Business
Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including
the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in
connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business
Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended
and restated articles of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the
Founder Shares, the Private Units and $15 Private Warrants (including underlying securities) shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating
distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete
its Business Combination.
The Company will have until 24 months from the
closing of the IPO to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination
Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number
of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to
commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for
claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidation distribution with respect
to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within
the Combination period.
The Sponsor has agreed that it will be liable
to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
$10.05 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed
to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by
endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements are presented
in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and
pursuant to the rules and regulations of the SEC.
Emerging growth company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of estimates
The preparation of financial statement in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statement.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of October 23, 2024.
Cash held in trust account
As of October 23, 2024, the assets held in
the Trust Account were held in cash. The total balance in the Trust Account as of October 23, 3034 was $231,150,000.
Common stock subject to possible redemption
The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at
fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified
as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features
certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future
events. Accordingly, at October 23, 2024, common stock subject to possible redemption is presented as temporary equity at redemption
value, outside of the stockholders’ equity section of the Company’s balance sheet.
The Company recognizes changes in redemption value
using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Such changes are reflected
in additional paid-in-capital.
Deferred offering costs
Deferred offering costs consist of legal, underwriter
expenses and auditor cost incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders
equity upon the completion of the IPO. Offering cost amounting to 4,630,274 (including $4,025,000 of underwriting fee) were charged to
shareholders’ equity upon the completion of the IPO.
Income taxes
The Company complies with the accounting and reporting
requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.
There were no unrecognized tax benefits as of October 23, 2024 and no amounts accrued for interest and penalties. The Company is
currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is subject to income tax examinations by major taxing authorities since inception. The company’s year-end is December 31
and no statutory tax deadline has yet occurred.
The provision for income taxes was deemed to immaterial
for the period from July 15, 2024 (inception) to October 23, 2024.
Fair value of financial instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Recently issued accounting standard
Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statements.
NOTE 3. INITIAL PUBLIC OFFERING
On October 23, 2021, the Company consummated
its IPO of 23,000,000 Units, including 3,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment
option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO, the
Company consummated Private Placements in which (i) Sponsor and Underwriter purchased 477,500 and 230,000 Private Units respectively,
at a price of $10.00 per Private Unit, generating total proceeds of $7,075,000, and (ii) the Sponsor purchased an aggregate of 1,000,000
$15 Private Warrants at a price of $0.10 per warrant, each exercisable to purchase one share of Class A ordinary share at $15.00
per share, for an aggregate purchase price of $100,000.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On July 19, 2024, the Company issued an aggregate
of 5,750,000 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash.
On August 13,2024 the Sponsor transferred an aggregate of 690,000 Founder Shares to members of the Company's management and board
of directors, resulting in the Sponsor holding 5,060,000 Founder Shares.
On September 25, 2024, the Company issued
an additional 410,714 Founder Shares to the Sponsor for an approximate aggregate purchase price of $1,666. The purchase price was satisfied
against the promissory note between Company and Sponsor dated July 19, 2024. This resulted in Sponsor holding 5,470,714 Founder Shares.
The Initial Shareholders have agreed not to transfer,
assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the
earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing
price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect
to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each
case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities
or other property.
Promissory Notes
On July 19, 2024, the Company issued a promissory
note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $180,000. On September 25, 2024,
the Company issued an additional 410,714 Founder Shares to the Sponsor for an approximate aggregate purchase price of $1,666. The purchase
price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024.
As of October 23, 2024, there was 178,334
outstanding under the promissory notes. The promissory notes are noninterest bearing and payable on the) the consummation of the
IPO
Administrative Services Agreement
The Company entered into an administrative services
agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for
the Company for a monthly fee of $20,000.
Chief Executive officer and a director of the
Company serves as the managers of the Sponsor at close of IPO.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to the registration right agreement entered
into on October 21, 2024, the holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities)
are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements
pursuant to such registration rights.
NOTE 7. SHAREHOLDERS’ EQUITY
Common Stock – The Company is authorized
to issue 500,000,000 total shares of par value $0.0001each, including 479,000,000 Class A ordinary shares and 20,000,000 Class B
ordinary shares, as well as 1,000,000 preferred shares, $0.0001 par value each. There were 6,160,714 Class B or Founder Shares issued
and outstanding as of October 23, 2024. Offering. There were 707,500 shares of Class A ordinary shares outstanding, excluding
23,000,000 shares subject to possible redemption.
Warrants — Public Warrants
may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. Each whole
Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share, and will become
exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the closing of the IPO. The Public
Warrants will expire on the fifth anniversary of the completion of the Business Combination, or earlier upon redemption or liquidation.
The Company may redeem the Public Warrants i) at a redemption price of $0.01 per warrant, ii) at any time after the Public Warrants become
exercisable, iii) upon a minimum of 30 days’ prior written notice of redemption, iv) if, and only if, the last sales price of Company’s
common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period commencing after the date the Public
Warrants become exercisable and ending three business days before Company sends the notice of redemption, and v) if, and only if, there
is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of
redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Company has11,500,000 (including 1,5000,00 pursuant to the full exercise of underwriters’
over-allotment option) Public Warrant outstanding at close of the IPO.
The $15 Private Warrants will entitle the holder
to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date
of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the
shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion
of a Business Combination, subject to certain limited exceptions. Company have 1,000,000 $15 Private Warrant outstanding at the close
of IPO.
The Private Unit Warrants will have terms similar
to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants will be non-redeemable and may be exercised
on a cashless basis. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not
be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Company
have 353,750 ( including 33,750 pursuant to the full exercise of underwriters’ over-allotment option) Private Unit Warrants underlying
the Private Units outstanding at the close of IPO
The exercise price and number of ordinary shares
issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted
for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash
settle the warrants. If the Company is unable to complete a Business Combination and the Company liquidates the funds held in the Trust
Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution
from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire
worthless.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to October 29, 2024, the date that the financial statements were issued. Based upon
the review, , the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.
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