Item 3. Legal Proceedings
Item 3. Legal Proceedings.
We are not currently a
party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation
or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial
condition or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market Information.
Our Units, ordinary Shares
and Rights are each traded on The Nasdaq Global Market under the symbols “COLAU,” “COLA” and “COLAR,”
respectively.
Holders
As of the date hereof, we
had 2 holders of record of our units, 6 holders of record of our separately traded ordinary shares, and 1 holder of record of our separately
traded Rights. The number of record holders was determined from the records of our transfer agent.
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.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings
Pursuant to a subscription
agreement dated March 21, 2024, as further amended on July 25, 2024 and December 20, 2024, the Company issued 1,437,500 Ordinary Shares
to the Sponsor for a purchase price of $25,000, or approximately $0.0167 per share, among which, up to 225,000 shares are subject to
forfeiture if the over-allotment option is not exercised (the “Founder Shares”), in connection with the Company’s organization.
Pursuant to a securities transfer agreement dated November 8, 2024, as amended on December 20, 2024, the Sponsor transferred 12,000 Founder
Shares to each of our independent directors, Dr. M. Anthony Wong (former director), Mr. Kevin McKenzie and Ms. Qian (Hebe) Xu, at the
original purchase price, immediately prior to the closing of the IPO. The holders of the Founder Shares are referred to as the “our
insiders.” The issuance of such Founder Shares to the Sponsor was made pursuant to the exemption from registration under Section
4(a)(2) of the Securities Act.
On January 24, 2025, we consummated
the IPO of 6,000,000 Units, generating gross proceeds of $60,000,000. A.G.P./Alliance Global Partners acted as representative of the
underwriters. The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.: 333-283278). The registration
statement became effective on January 22, 2025.
On January 24, 2025, substantially
concurrently with the closing of the IPO, we completed the Private Placement of 234,290 Private Units to the Sponsor at a purchase price
of $10.00 per Initial Private Unit, generating gross proceeds to us of $2,342,900. The issuance of the Initial Private Units was made
pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act. We also issued to the Representative, 210,00
Ordinary shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO.
The proceeds of $60,000,000
($10.00 per Unit) in the aggregate from the IPO and the Private Placement, were placed in the Trust Account.
On March 10, 2025, the Sponsor forfeited 225,000
Founder Shares for no consideration as the underwriters of the IPO did not exercise the over-allotment option. As a result, as of the
date hereof, there are a total of 1,500,000 Founder Shares issued and outstanding.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
15
Item 6. Reserved.