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.
10
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
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.
Item 6. Reserved.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.