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Private Placement
9 Months Ended
Sep. 30, 2024
Private Placement Abstract  
PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

 

On March 7, 2024, the Co-sponsors formed Sponsor Hold Co, through which the Co-sponsors (i) hold their respective founder shares (as defined below) and (ii) purchased Private Placement Warrants.

 

The Co-Sponsor, GPIAC II, LLC, purchased, through Sponsor Hold Co, an aggregate of 237,500 Private Placement Warrants at a price of $1.00 per warrant ($237,500 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. The Co-Sponsor, IDS III LLC, purchased, through Sponsor Hold Co, an aggregate of 118,750 Private Placement Warrants at a price of $1.00 per warrant ($118,750 in the aggregate) in a private placement that closed simultaneously with the Initial Public Offering. The Co-Sponsor, Boxcar Partners III, LLC, purchased, through Sponsor Hold Co, an aggregate of 118,750 private placement warrants at a price of $1.00 per warrant ($118,750 in the aggregate) in a private placement closed simultaneously with the closing of the Initial Public Offering. Cantor purchased an aggregate of 2,500,000 Private Placement warrants at a price of $1.00 per warrant ($2,500,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. The non-managing Hold Co investors purchased, indirectly through the purchase of non-managing Sponsor Hold Co membership interests, 4,025,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Initial Public Offering.

 

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.