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 “CEPS.” The Public Shares commenced public trading on February 5, 2026.
(b)
Holders
On March 31, 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 300,000 Class A ordinary shares to the Sponsor at a price of $10.00 per share in the Private
Placement, generating gross proceeds of $3,000,000. 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 February 6, 2026, we consummated the Initial
Public Offering of 11,500,000 Class A ordinary shares, including 1,500,000 Class A ordinary shares issued pursuant to the full exercise
of the underwriter’s over-allotment option, at a purchase price of $10.00 per share, generating gross proceeds of $115,000,000.
A total of $115,000,000 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 February 9, 2026,
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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