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PRIVATE PLACEMENT
3 Months Ended
Jun. 30, 2026
PRIVATE PLACEMENT  
PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement and sold an aggregate of 10,500,000 Private Placement Warrants to the IPO Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $10,500,000.

 

On December 3, 2021, the underwriters exercised their over-allotment option in full. In connection with the full exercise of the over-allotment option, the IPO Sponsor purchased an additional 1,200,000 Private Placement Warrants at a purchase price of $1.00 per warrant for total gross proceeds of $1,200,000. As a result of the closing of the Initial Public Offering and the full exercise of the over-allotment option, the Company sold a total of 11,700,000 Private Placement Warrants generating gross proceeds of $11,700,000.

 

A portion of the proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. The proceeds from the Private Placement held in the Trust Account were subject to the same redemption provisions as the proceeds from the Initial Public Offering.

 

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) were subject to transfer restrictions prior to their cancellation, including limitations on transferability until 30 days after the completion of an initial Business Combination, subject to certain exceptions.

 

In connection with the transition of control to Valleypark, the Company’s Prior Sponsors agreed to cancel and forfeit all outstanding Private Placement Warrants held by them. As a result, the Private Placement Warrants were cancelled and were no longer outstanding as of the end of the period. The cancellation of the Private Placement Warrants was accounted for as a capital contribution and resulted in the elimination of the related warrant liability from the Company’s balance sheet.