Cal Redwood Acquisition Corp. 10-K/A

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our equity securities trade on the Nasdaq Global Market. Each of our units consists of one Class A ordinary share and one right and, commencing on May 27, 2025, trades on the Nasdaq Global Market under the symbol “CRAQU.” The ordinary shares and rights underlying our units are trading separately on the Nasdaq Global Market under the symbols “CRA” and “CRAQR,” respectively. Holders of Record On March 23, 2026, there was 4 holders of record of our units, 1 holder of record of our Class A ordinary shares and 4 holders of our Class B ordinary shares, and 1 holder of record of our Share Rights. Such numbers do not include beneficial owners holding our securities through nominee names. 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 any dividends subsequent to a business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands Law. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, the ability to pay such dividends in kind at the combined company’s option may result in dilution to existing shareholders. 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. Use of Proceeds from our Initial Public Offering On May 27, 2025, we consummated the initial public offering of 23,000,000 units, which included the full exercise of the underwriters’ over-allotment option. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $230,000,000. Cohen acted as lead book-running manager and Seaport acted as joint book runner of the initial public offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-285517). The SEC declared the registration statement effective on May 22, 2025. Simultaneously with the closing of the initial public offering, we consummated the sale of an aggregate of 660,000 private placement units to the Sponsor and the underwriters at a price of $10.00 per unit in a private placement, generating gross proceeds of $6,600,000. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination. Management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the private placement units, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination (less deferred underwriting commissions). The foregoing issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Of the gross proceeds received from the initial public offering and the proceeds of the sale of the private placement units, an aggregate of $230,000,000 was placed in the trust account. 59 We paid a total of $14,320,654, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee, and $520,654 of other offering costs. ITEM 6. [RESERVED]