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.
(a)
Market Information
The Public Shares are traded on Nasdaq under the symbol “CEPF.”
The Public Shares commenced public trading on August 21, 2025.
(b)
Holders
On March 26, 2026, there were two (2) holders of record of Class
A ordinary shares and one (1) holder of record of Class B ordinary shares.
(c)
Dividends
We have not paid any cash dividends on the Ordinary Shares to date
and do not intend to pay cash dividends prior to the completion of the 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 the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of
the Board at such time. In addition, the Board is not currently contemplating and does not anticipate declaring any share dividends in
the foreseeable future. Further, if we incur any indebtedness in connection with the 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
As a smaller reporting company, we are not required to provide the
information required by Regulation S-K Item 201(e).
(f)
Recent Sales of Unregistered Securities
Simultaneously with the closing of the Initial Public Offering, we
consummated the sale of 900,000 Class A ordinary shares to the Sponsor at a price of $10.00 per share in the Private Placement, generating
gross proceeds of $9,000,000. No underwriting discounts or commissions were paid with respect to such sale. This issuance was pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
(g)
Use of Proceeds from the Initial Public Offering
On August 22, 2025, we consummated the Initial Public Offering of 45,000,000
Class A ordinary shares, including 5,000,000 Class A ordinary shares issued pursuant to the partial exercise of the underwriter’s
over-allotment option, at a purchase price of $10.00 per share, generating gross proceeds of $450,000,000.
A total of $450,000,000 of the net proceeds of the Initial Public Offering
and the Private Placement was placed in the Trust Account located in the United States with Continental acting as trustee. The funds in
the Trust Account were initially held in an account at J.P. Morgan Chase Bank, N.A., and on August 25, 2025, were transferred to an account
at CF Secured, an affiliate of the Sponsor. The Trust Account may be invested only in U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that
holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of
the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank as determined by us.
There has been no material change in the planned use of the proceeds
from the Initial Public Offering and the Private Placement as is described in the Registration Statement. The specific investments in
the Trust Account may change from time to time.
(h)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no purchases of our equity securities by us or an affiliate
during the fourth quarter of the fiscal year covered by the Report.
Item 6. [Reserved.]
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