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.
(a) Market
Information
Our
Public Units, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “ CMIIU”,
“CMII” and “CMIIW” , respectively. Our Public Units commenced public trading on February
12, 2026 , and our Public Shares and Public Warrants commenced separate public trading on February
27, 2026 .
(b) Holders
On
March 30, 2026, there was one holder of record of our Units, one holder of record of our Class A Ordinary Shares, one holder of record
of our Class B Ordinary Shares and four holders of record of our Warrants.
(c) 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 dividends 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.
(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 and pursuant to the Private Placement Units Purchase Agreements, we completed the private
sale of an aggregate of 665,000 Private Units to the Sponsor and Representatives in the Private Placement at a purchase price of $10.00
per Private Unit, generating gross proceeds to us of $6,650,000. Of the 665,000 Private Units, the Sponsor purchased 265,000 Private
Units and the Representatives purchased 400,000 Private Units. No underwriting discounts or commissions were paid with respect to such
sale. The issuance of the Private Placement Units was 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 sale.
(g) Use
of Proceeds
On
February 12, 2026, we consummated our Initial Public Offering of 23,000,000 Public Units, including 3,000,000 Option Units issued pursuant
to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share, and one-third of one Public Warrant,
with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
The
Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $ $230,000,000. Cohen & Company Capital
Markets, a division of Cohen & Company Securities, LLC, acted as the lead book-running manager for the Initial Public Offering. Clear
Street LLC acted as joint book-runner. On February 12, 2026, simultaneously with the consummation of our Initial Public Offering and
pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 665,000 Private Placement
Units at a purchase price of $10.00 per Private Placement Unit, to our Sponsor, CCM and Clear Street generating gross proceeds of $6,650,000.
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Following
the closing of our Initial Public Offering on February 12, 2026, a total of $ 230,000,000 comprised of $ 230,000,000 of the proceeds
from the Initial Public Offering (which amount includes $9,800,000 of the Marketing Fee) and $6,650,000 of the proceeds from the Private
Placement, was placed in a U.S.-based Trust Account maintained by Continental, acting as trustee. The proceeds held in the Trust Account
may be invested by Continental only in U.S. government securities with a maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate
the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer
that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors
related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust
Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
The
remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being
used primarily to for working capital to enable us to identify a target and to negotiate and consummate our initial Business Combination.
There
has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described
in the IPO Registration Statement. The specific investments in our 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]