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, Class A ordinary shares and warrants are each traded on the NYSE under the symbols “BCSS.U,” “BCSS” and “BCSS.W,” respectively. Our units commenced public trading on September 30, 2025. Our Class A ordinary shares and warrants began separate trading on November 20, 2025.
(b)
Holders
On December 31, 2025, there were two holders of record of our units, one holder of record of our Class A ordinary shares, three holder of our Class B ordinary shares and two holders 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.
(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. There is no certainty we will be in a position to, or decide to, pay cash dividends after completing any business combination. Further, if we incur any indebtedness in connection with a 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
Not applicable.
(f)
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Unregistered Sales
On March 26, 2025, our sponsor paid $25,000 to cover for certain expenses on our behalf in exchange for the issuance of 11,500,000 founder shares, or approximately $0.00217 per share. Our sponsor transferred 25,000 of our founders shares to each of our three independent directors at the same per-share purchase price that our sponsor paid at the time of each director’s appointment. Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share price was determined by dividing the amount of cash contributed to the company by the number of founder shares issued.
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With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom are subject to the same transfer restrictions) until the earliest of (A) 180 days after the completion of our initial business combination and (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Simultaneously with the closing of the initial public offering, we consummated the sale of 900,000 private placement units, at a price of $10.00 per unit, in a private placement to our sponsor, generating gross proceeds of 9,000,000. Each unit consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The private placement units are identical to the units sold in the initial public offering, except that the private placement warrants included in those units will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, will be non-redeemable and will be exercisable on a cashless basis and have certain registration rights.
No underwriting discounts or commissions were paid with respect to such sales. The issuance of the securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Use of Proceeds
Of the $469,000,000 in proceeds we received from our initial public offering and the sale of the private placement units a total of $460,000,000, including $16,100,000, payable to the underwriter for deferred underwriting commissions, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
There has been no material change in the planned use of proceeds from such use as described in the Company’s final registration statement (File No. 333-290126), dated September 19, 2025, which was declared effective by the SEC on September 29, 2025.
(g)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. [Reserved]
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.