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
Market Information
Our units, Class A Ordinary Shares, and rights are listed on the Nasdaq Capital Market under the symbols “APACU,” “APAC,” and “APACR” respectively. Our units commenced public trading on September 30, 2025, and our Class A Ordinary Shares and rights commenced separate public trading on November 21, 2025.
Holders
As of March 12, 2026, there were 18 holders of record of our units, two holders of record of our Class A Ordinary Shares, 21 holders of record of our Class B Ordinary Shares, and one holder of record of our rights.
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. A Cayman Islands company may pay a dividend on its shares out of either profit 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. 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 the board of directors of the combined company at such time. 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 Securities
Recent Sales of Unregistered Securities
Prior to our IPO, our sponsor acquired from us an aggregate of 5,750,000 Class B Ordinary Shares, for an aggregate purchase price of $25,000, or approximately $0.004 per share. Subsequently, in connection with a reduction in the size of our IPO, on April 21, 2025, the 5,750,000 founder shares owned by our sponsor was adjusted, for no additional consideration, to 1,916,667 founder shares. On September 30, 2025, our sponsor forfeited an additional 825,000 founder shares, and at-risk capital investors purchased an aggregate of 825,000 founder shares pursuant to subscription agreements (with the Maxim individuals purchasing 215,000 of such founder shares and the third-party investors purchasing 610,000 of such founder shares) at an aggregate purchase price of approximately $10,760, or approximately $0.013 per share, which resulted in our sponsor owning 1,091,667 founder shares. The founder shares will automatically convert into Class A Ordinary Shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in our Amended and Restated Memorandum and Articles of Association. No underwriting discounts or commissions were paid with respect to such sale. The issuances of the founder shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
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Simultaneously with the closing of our IPO, pursuant to a units purchase agreement between us and our sponsor, and certain subscription agreements between us and certain at-risk capital investors, we completed the Private Placement of an aggregate of 153,750 private placement units, consisting of (i) 68,750 private placement units to our sponsor and (ii) 85,000 private placement units to the other investors, in each case at a price of $10.00 per private placement unit, generating aggregate gross proceeds of $1,537,500. Each private placement unit consists of one Class A Ordinary Share and one private placement right, with each one private placement right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination. The private placement units are identical to the public units sold in our IPO, except that, so long as they are held by our initial shareholders or their permitted transferees, the private placement units (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until immediately after the completion of our initial business combination, and (ii) will be entitled to registration rights. Additionally, our sponsor and the third-party investors have agreed not to transfer, assign or sell any of the private placement units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of our initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the private placement units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Subsequent to period end, on February 5, 2026, our board of directors approved the grant, and transfer by our sponsor, of an aggregate of 100,000 Class B Ordinary Shares then held by our sponsor, to each of four independent members of our board of directors, as a one-time equity grant for their respective services on our board of directors and committees of our board of directors, as follows: (i) 25,000 Class B Ordinary Shares to Richard Saldanha; (ii) 25,000 Class B Ordinary Shares to Joel Huffman; (iii) 25,000 Class B Ordinary Shares to Roshan Boodhoo; and (iv) 25,000 Class B ordinary shares to Mahboob Subuhani Mohamed Mohideen. The 100,000 Class B Ordinary Shares were transferred to the above-named members of our board of directors by our sponsor, from existing Class B Ordinary Shares then held by our sponsor. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in our Amended and Restated Memorandum and Articles of Association. The above transfers were made pursuant to the exemption from registration contained in Section 4 of the Securities Act.
Use of Proceeds from Registered Securities
On October 1, 2025, we consummated our IPO of 5,750,000 public units, including 750,000 public units issued upon the full exercise of the underwriter’s over-allotment option. The public units were sold at an offering price of $10.00 per public unit, generating gross proceeds of $57,500,000. In connection with the IPO, we also issued 230,000 Representative Shares to a designee of the underwriter in our IPO, as part of the underwriting compensation in our IPO. The securities in our IPO were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-286983). The registration statement was declared effective on September 30, 2025.
Simultaneously with the closing of our IPO, pursuant to a units purchase agreement between us and our sponsor, and certain subscription agreements between us and certain at-risk capital investors, we completed the Private Placement of an aggregate of 153,750 private placement units, consisting of (i) 68,750 private placement units to our sponsor and (ii) 85,000 private placement units to the other investors, in each case at a price of $10.00 per private placement unit, generating aggregate gross proceeds of $1,537,500. No underwriting discounts or commissions were paid with respect to such sale.
Following the closing of our IPO, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the public units in our IPO and Private Placement was placed in the Trust Account. The funds in the Trust Account have, and will be, invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the U.S. Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, or (ii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any), to complete our initial business combination.
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Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, the proceeds from our IPO and Private Placement held in the Trust Account will not be released until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
Transaction costs relating to our IPO amounted to $3,063,880, consisting of $287,500 of cash underwriting commissions, $2,300,000 of fair value of the Representative Shares issued to the underwriter’s designee, and $476,380 of other offering costs.
There has been no material change in the planned use of the proceeds from our IPO and the Private Placement as is described in the Registration Statement.
Issuer Purchases of Equity Securities
None.
Item 6. [Reserved]