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 commenced public
trading on September 30, 2025, and our Class A ordinary shares and warrants commenced separate trading on October 16, 2025. Our Class
A ordinary shares, warrants and units are each listed on the NASDAQ Global Market under the symbols BDCI, BDCIW and BDCIU, respectively.
Holders
On March 20, 2026, the numbers of record holders of the Company’s
Class A ordinary shares, units and warrants were 1, 4 and 1, respectively, not including beneficial holders whose securities are held
in street name.
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 capitalizations 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.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities and
Use of Proceeds
Unregistered Sales of Equity Securities
On October 1, 2025, we sold
760,000 placement units in a private placement for an aggregate purchase price of $7,600,000, or $10.00 per unit, to the sponsor, CCM
and KBW pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. Each placement unit consists of
one Class A ordinary share and one fourth of a placement warrant. The placement warrants are identical to the warrants included in the
units issued in the initial public offering, except that (1) they will not be redeemable by us; (2) they (including the Class A ordinary
shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until
30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4)
they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.
Use of Proceeds
On October 1, 2025, we consummated
the initial public offering of 25,300,000 units, including full exercise of the over-allotment option, generating gross proceeds of $253,000,000.
Each unit consists of one Class A ordinary share and one fourth of one warrant, where each whole warrant entitles the holder to purchase
one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.
Cohen & Company Capital
Markets, a division of Cohen & Company Securities, LLC, and Keefe, Bruyette & Woods, Inc. served as the joint book-running
managers for the initial public offering. The securities sold in the initial public offering were registered under the Securities Act
on a registration statement on Form S-1 (File No. 333-289705). The SEC declared the registration statement effective on September 29,
2025.
We incurred a total of $16,037,284
in transaction costs related to the initial public offering. We paid a total of $4,400,000 in cash underwriting discounts and commissions
and $857,284 in other costs and expenses related to the initial public offering. In addition, the underwriters agreed to defer $10,780,000
in underwriting discounts and commissions, which would be payable only upon consummation of an initial business combination.
Following the closing of the
initial public offering and the private placement, an amount of $253,000,000 ($10.00 per unit) from the net proceeds from the sale of
the units in the initial public offering and the placement units in the private placement was placed in the trust account.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
Item 6. [RESERVED]
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