Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
−Removed: Units, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “ CUBWU”,
−Removed: “CUB” and “CUBWW” , respectively.
−Removed: Our Units commenced public trading on June
−Removed: 18, 2024 , and our Public Shares and Public Warrants commenced separate public trading on August
−Removed: On March 21, 2025, there was
−Removed: one holder of record of our Units, one holder of record of our Class A Ordinary Shares and three holders of record of our Warrants.
−Removed: We have not paid any cash
−Removed: dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.
−Removed: The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
−Removed: financial condition subsequent to completion of our initial Business Combination.
−Removed: The payment of any cash dividends subsequent to our
−Removed: initial Business Combination will be within the discretion of our Board of Directors at such time.
−Removed: In addition, our Board of Directors
−Removed: is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.
−Removed: Further, if we incur any
−Removed: indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants
−Removed: we may agree to in connection therewith.
+Added: Market Information
+Added: Units, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “CUBWU”, “CUB”
+Added: and “CUBWW”, respectively.
+Added: Our Units commenced public trading on June 18, 2024, and our Public Shares and Public Warrants
+Added: commenced separate public trading on August 9, 2024.
+Added: On March 25, 2026, there was one holder of record of our Units, one
+Added: holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and three holders of record of our
+Added: 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
+Added: initial Business Combination.
+Added: The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
+Added: requirements and general financial condition subsequent to completion of our initial Business Combination.
+Added: The payment of any cash dividends
+Added: subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time.
+Added: In addition, our
+Added: Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.
+Added: if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by
+Added: restrictive covenants we may agree to in connection therewith.
Authorized for Issuance Under Equity Compensation Plans
1 unchanged sentence
Sales of Unregistered Securities
−Removed: Simultaneously
−Removed: with the closing of the Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements, dated June 17, 2024,
−Removed: which we entered into with the Sponsor and Cantor, respectively, we completed the private sale of an aggregate of 6,000,000 Private Placement
−Removed: Warrants (to the Sponsor and Cantor, the representative of the underwriters in the Initial Public Offering, at a price of $1.00 per Private
+Added: were no sales of unregistered securities during the fiscal year covered by this Report.
+Added: However, simultaneously with the closing of the
+Added: Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate of
+Added: 6,000,000 Private Placement Warrants (to the Sponsor and Cantor, the representative of the Underwriters, at a price of $1.00 per Private
Placement Warrant, or $6,000,000 in the aggregate.
3 unchanged sentences
one Class A Ordinary Share at $11.50 per share.
−Removed: The Private Placement Warrants (and underlying securities) are identical to the Public
−Removed: Warrants, except as otherwise disclosed in the IPO Registration Statement.
−Removed: No underwriting discounts or commissions were paid with respect
−Removed: to such sale.
−Removed: The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section
−Removed: 4(a)(2) of the Securities Act.
−Removed: Use of Proceeds from the Initial Public Offering
−Removed: a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly
−Removed: Report on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the SEC on August 12, 2024.
−Removed: There has been no material
−Removed: change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement.
+Added: The Private Placement Warrants are identical to the Public Warrants, except as otherwise
+Added: disclosed in the IPO Registration Statement.
+Added: No underwriting discounts or commissions were paid with respect to such sale.
+Added: of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
+Added: Use of Proceeds
+Added: were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the fiscal year covered
+Added: by this Report.
+Added: For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II,
+Added: Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the SEC on August 12, 2024.
+Added: has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the
+Added: IPO Registration Statement.
The specific investments in our Trust Account may change from time to tim e.
+Added: mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
+Added: the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment
+Added: of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held
+Added: 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
of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
+Added: were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.