Item 5. Market for Registrant’s Common Equity
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our units, Class A Ordinary Shares and warrants are each traded on Nasdaq under the symbols “BIXIU,” “BIXI” and “BIXIW,” respectively. Our units commenced public trading on December 2, 2025. Our Class A Ordinary Shares and warrants began separate trading on January 23, 2026.
Holders
On
March 30, 2026, there was 4 holders of record for our units, 1 holders of record for our Class A Ordinary Shares, 4 holders
of record of our Class B Ordinary Shares and 1 holder of record of our warrants. The number of record holders was determined
from the records of our transfer agent and does not include beneficial owners of Ordinary Shares whose shares are held in the names
of various security brokers, dealers, and registered clearing agencies.
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. Further, if we incur any indebtedness, 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
Unregistered Sales of Equity Securities
Our Sponsor has acquired 7,666,667 Class B ordinary shares, or “founder shares,” for a purchase price of $25,000 or $0.003 per share, of which up to 1,000,000 founder shares remain subject to surrender to us for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised during this offering. The purchase price per founder share was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued. Prior to the investment of $25,000 by our Sponsor, the Company had no assets, tangible or intangible.
The number of founder shares, and the surrender mechanism underlying the founder shares, has been determined in order to ensure that the founder shares will collectively represent 25% of the outstanding shares (excluding any shares underlying the private units) upon completion of this offering and the exercise of the underwriters’ over-allotment option, if any. In connection with this offering, our Sponsor holds 7,666,667 founder shares, of which up to 1,000,000 founder shares are subject to surrender to us depending on the extent to which the underwriters’ over-allotment option is exercised during this offering. Our Sponsor has, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement of which this prospectus forms a part, to transfer 20,000 founder shares (or 60,000 in the aggregate) to each of our independent directors, Parker White, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share.
88
Our Sponsor and the underwriters in this offering, have committed, pursuant to written agreements, to purchase an aggregate of 700,000 private units in a private placement that will close simultaneously with this offering (or up to 575,000 private units if the underwriters’ over-allotment option is exercised in full) at the price of $10.00 per private unit. Of the 700,000 private units, our Sponsor has committed to purchase 500,000 private units (or up to 575,000 private units in the event that the underwriters’ over-allotment option is exercised in full) and the underwriters have committed to purchase an aggregate of 200,000 private units (or up to an aggregate of 230,000 private units if the underwriters’ over-allotment option is exercised in full). These purchases of private units will take place in a private placement that will close simultaneously with the sale of the public units in this offering.
These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
In connection with the initial public offering, we incurred offering costs of $13,717,902 (including deferred underwriting commissions of $8,800,000). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $200,000,000 of the net proceeds from our initial public offering and the sale of the placement shares were placed in the trust account.
There has been no material change in the planned use of the proceeds from the initial public offering and the sale of the placement shares as is described in the company’s final prospectus related to the initial public offering.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. [RESERVED]