Item 5. Market for Registrant’s Common Equity
Item 5. Market for Company’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Market Information
Our Units, Class A ordinary
shares and warrants are listed on Nasdaq under the symbols “AEAQU”, “AEAQ” and “AEAQW”, respectively.
Holders
As of December 31, 2025,
there were two holders of record of our Units, one holder of record of our Class A ordinary shares, one holder of record of our Class
B ordinary shares, one holder of record of our warrants. The number of holders of record does not include a substantially greater number
of “street name” holders or beneficial holders whose Units, Class A ordinary shares and warrants are held of record by banks,
brokers and other financial institutions.
Dividends
We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.
A Cayman Islands company may pay a dividend on its shares out of either profit, retained earnings and/or the share premium account, provided
that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due
in the ordinary course of business. Subject to applicable law, the payment of cash dividends in the future will be dependent upon our
revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business
combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board
of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any other
share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our business combination, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Offerings
On June 30, 2025, Activate
Energy Sponsors LLC, our sponsor, paid $25,000, or approximately $0.003 per share, in consideration of 7,666,667 founder shares. Such
securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of the IPO would
be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full and therefore that such founder
shares would represent approximately 25% of the outstanding shares after the IPO.
Activate Energy Sponsors
LLC, our sponsor, is the record holder of the shares reported herein. Thomas Fontaine, our Chief Executive Officer, is the sole manager
of our sponsor and has voting and investment discretion with respect to the securities held of record by our sponsor and may be deemed
to have beneficial ownership of the securities held directly by our sponsor. Our sponsor is an accredited investor for purposes of Rule
501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business
of our sponsor is to act as the Company’s sponsor. The limited liability company agreement of our sponsor provides that its membership
interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection with estate
planning transfers.
Simultaneously with the
closing of our IPO, the placement unit purchaser purchased an aggregate of 645,000 private placement units, at a price of $10.00 per
unit, for an aggregate purchase price of $6,450,000. This issuance was made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
Item 6. [Reserved]
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.