| | On March 19, 2026, the Reporting Person purchased, and the Issuer issued to such Reporting Person, an aggregate of 9,857,143 Class B ordinary shares for an aggregate purchase price of $25,000. The Reporting Person is deemed to have purchased Class B ordinary shares for $0.002 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to customary adjustments, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-296035), as amended (the "Registration Statement.")
On June 11, 2026, the Issuer completed its initial public offering ("IPO") of 17,250,000 units at $10.00 per unit, which includes the exercise in full by the underwriters of their option to purchase an additional 2,250,00 units, with each unit consisting of once Class A ordinary share, one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and one right to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the Company's initial business combination. An additional 1,000,000 Class A Ordinary Shares were issued to D. Boral Capital LLC as representative of the underwriters.
On June 11, 2026, in connection with the Issuer's IPO, the Reporting Person purchased from the Issuer 260,000 units at a price of $10.00 per unit for an aggregate purchase price of $2,600,000 ("Private Units"). Each Private Unit consists of one Class A ordinary share, one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share (the "Private Warrant") and one right (the "Private Right(s)") to receive one-fourth (1/4) of one Class A ordinary share, or an aggregate of 585,000 Class A Ordinary Shares. The private units were sold in a private placement that closed simultaneously with the closing of the IPO of the Issuer's securities, including the over-allotment option. '
Depending on prevailing market, economic and other conditions, the Reporting Person may from time to time acquire additional ordinary shares or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise. Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
The Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. |