Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information
Our
Units, Public Shares and Public Warrants are each traded on the Global Market tier of the New York Stock Exchange under the symbols “ALUB
U,” “ALUB” and “ALUB WS,” respectively. Our Units commenced public trading on November 14, 2025, and our
Public Shares and Public Warrants commenced separate public trading on January 6, 2026.
(b) Holders
On March 20, 2026, there was one holder of record of our Units, two
holders of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares, and two holders of record of our
Warrants.
(c) 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 our
initial Business Combination. 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 share dividends in the foreseeable future. Further,
if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.
(d) Securities Authorized for Issuance Under Equity Compensation
Plans
None.
(e) Performance Graph
As
a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).
(f) Recent Sales of Unregistered Securities
Simultaneously
with the closing of the Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements, dated November 14, 2025,
which we entered into with the Sponsor, we completed the private sale of an aggregate of 2,500,000 Private Placement Warrants, at a price
of $1.00 per Private Placement Warrant, or $2,500,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one
Class A Ordinary Share at $11.50 per share. The Private Placement Warrants (and underlying securities) are identical to the Public Warrants,
except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants
are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited
exceptions. No underwriting discounts or commissions were paid with respect to such sale. The Private Placement Warrants may be exercised
for cash or on a “cashless basis.” The Private Placement Warrants are not redeemable and will not expire except upon liquidation.
The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act.
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(g) Use of Proceeds from the Initial Public Offering
On
November 14, 2025, the Company consummated the Initial Public Offering of 28,750,000 Units at $10.00 per unit, which included the full
exercise by the underwriter of their over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit. The securities in the
Initial Public Offering were registered under the Securities Act on the IPO Registration Statement, which became effective on November
12, 2025. Santander acted as sole book-running manager of the Initial Public Offering.
Following
the closing of our Initial Public Offering on November 14, 2025, a total of $287,500,000 comprised of proceeds from the Initial Public
Offering, was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The
proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less
or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under
the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company
Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on management’s
ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate
the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand
deposit account at a bank.
The
remaining proceeds from the Private Placement Warrants are held outside the Trust Account. Such funds are being used primarily to enable
us to identify a target and to negotiate and consummate our initial Business Combination.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering,
although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating
the initial Business Combination. There has been no material change in the planned use of the proceeds from our Initial Public Offering
and the private placement Warrants as described in the IPO Registration Statement. The specific investments in our Trust Account may
change from time to time.
There
has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described
in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
(h) Issuer Purchases of Equity Securities
None.
ITEM 6. [RESERVED]