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
units are traded on the Nasdaq Global Market under the symbols CTAAU. Once the securities comprising the units begin separate trading,
our Class A ordinary shares and rights will be listed on Nasdaq under the symbols “CTAA” and “CTAAR”, respectively.
(b)
Holders
On
March 30, 2026, there was one holder of record of our units, and no holders of record of our Class A ordinary shares or of our
rights. We expect the Class A ordinary shares and rights comprising the units to begin separate trading on or about April
16, 2026 unless D. Boral Capital LLC, the representative of the underwriters of our initial public offering, informs us of its decision
to allow earlier separate trading.
(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 even if we have substantial assets outside the trust account. A Cayman Islands company may pay a dividend
on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following
such payment, the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends
following the completion of our initial business combination will be within the discretion of our board of directors at such time and
will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion
of our initial business combination. There is no certainty that we will be in a position to, or decide to, pay cash dividends after completing
our initial business combination.
Further,
if we incur any indebtedness in connection with the closing of our initial business combination, our ability to declare dividends following
the completion of our initial business combination may be limited by restrictive covenants we may agree to in connection therewith.
(d)
Securities Authorized for Issuance Under Equity Compensation
Plans
None.
(e)
Recent Sales of Unregistered Securities
None.
(f)
Use of Proceeds from the Initial Public Offering
On
February 24, 2026, we consummated our initial public offering of 12,500,000 units, in addition to 15,000 additional units issued pursuant
to a partial exercise by our underwriters of their over-allotment option. Each unit consists of one Class A ordinary share and one right
to receive one-fifth (1/5) of one ordinary share upon the consummation of our initial business combination. The units were sold at a
price of $10.00 per unit, generating gross proceeds to the Company of $125,150,000.
Simultaneously
with the closing of our initial public offering, we completed the private sale of an aggregate of 315,000 private units to our sponsor
at a purchase price of $10.00 per private unit, generating gross proceeds of $3,150,000.
65
A
total of $125,150,000 from the proceeds of the initial public offering and the private placement was placed in a trust account located
in the United States maintained by Equiniti Trust Company, LLC, acting as trustee. The proceeds held in the trust account may be held
as cash (including in interest bearing demand deposits) or invested by the trustee only in U.S. government treasury obligations with
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of
1940, as amended, which invest only in direct U.S. government treasury obligations.
It
is the job of our sponsor and management team to complete our initial business combination. Our management team is led by William Brock,
our Chief Executive Officer, and Thomas Zipser, our Chief Financial Officer. We must complete our initial business combination by November
24, 2027, the last day of the completion window. If our initial business combination is not consummated by the end of the completion
window, then our existence will terminate, and we will distribute all amounts in the trust account.
(g)
Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
None.
Item
6. [Reserved]