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
Common Stock trades on the Nasdaq under the symbol “BRR.” Our Warrants trade on the Nasdaq under the symbol “BRRWW.”
Holders
of Record
As
of February 12, 2026, there were approximately 160 holders of record of our Common Stock.
Dividend
Policy
We
have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings,
if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on
our Common Stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of
our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability,
debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future
indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and
any other factors or considerations the board of directors deems relevant.
Securities
Authorized for Issuance Under Equity Compensation Plans
The
information required by this item will be included in our Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be
filed with the SEC within 120 days of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
Recent
Sales of Unregistered Securities
None.
Use
of Proceeds
On
May 19, 2025, CCCM consummated its initial public offering (“Initial Public Offering”) of 25,000,000 units (“CCCM Units”),
including 3,000,000 CCCM Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each CCCM Unit
consisted of one Class A ordinary share and one-half of one redeemable warrant of CCCM with each whole warrant entitling the holder thereof
to purchase one Class A ordinary share for $11.50 per share. The registration statement on Form S-1 (the “Registration Statement”)
for the Initial Public Offering, initially filed with the SEC on April 25, 2025, as amended (File No. 333-286778), was declared effective
on May 15, 2025.
The
CCCM Units were sold at a price of $10.00 per CCCM Unit, generating gross proceeds to CCCM of $250,000,000. Cohen & Company
Capital Markets, a division of J.V.B. Financial Group, LLC, and Clear Street LLC (“Clear Street”)
acted as representatives of the underwriters (the “Representatives”). Simultaneously with the closing of the Initial Public Offering, CCCM consummated the
private sale of an aggregate of 705,000 private placement units (the “Private Placement Units”) at a purchase price of
$10.00 per Private Placement Unit, generating gross proceeds of $7,050,000. Each Private Placement Unit consisted of one Class A
ordinary share and one-half of one warrant. Of the 705,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement
Units and the Representatives purchased 440,000 Private Placement Units. The Private Placement Units (and underlying securities)
were identical to the CCCM Units sold in the Initial Public Offering, except as otherwise disclosed in the Registration Statement.
No underwriting discounts or commissions were paid with respect to such sale.
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Upon
the closing of the Initial Public Offering on May 19, 2025, an amount of $250.0 million ($10.00 per CCCM Unit) from the net proceeds
of the sale of the CCCM Units, and a portion of the proceeds of the sale of the Private Placement Units, were deposited in a trust account
(the “Trust Account”) and were invested in 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 Investment Company Act, which invest only in direct U.S. government
treasury obligations; the holding of these assets in this form was intended to be temporary and for the sole purpose of facilitating
the intended business combination.
In
connection with the Closing of the Business Combination, the holders of 23,434,229 CCCM Class A ordinary shares exercised their right
to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of $239.3
million. Following those redemptions, an aggregate of approximately $16.0 million of funds held in the Trust Account became available
following the Business Combination.
Issuer
Purchases of Equity Securities
Information
relating to the Company’s purchases of its common stock during the year ended December 31, 2025 is as follows:
Period
Total
Number of Shares of Common Stock Purchased
Average
Price Paid Per Share
Total
Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs 1
Maximum
Number (or Approximate Dollar Value) of Shares of Common Stock that May Yet be Purchased Under the Plans or Programs 1
December
29 – December 31
839,396
$ 3.39
839,396
$ 97,153,373
Total
839,396
$ 3.39
839,396
$ 97,153,373
1
On December 9, 2025, the Board of Directors of the Company approved the 2025 Repurchase Program. The 2025 Repurchase
Program has no expiration date.
ITEM
6. RESERVED.
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