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, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “CUBWU”, “CUB”
and “CUBWW”, respectively. Our Units commenced public trading on June 18, 2024, and our Public Shares and Public Warrants
commenced separate public trading on August 9, 2024.
(b)
Holders
On March 25, 2026, there was one holder of record of our Units, one
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
Warrants.
(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. 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.
(d)
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
(e)
Performance
Graph
As
a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).
(f)
Recent
Sales of Unregistered Securities
There
were no sales of unregistered securities during the fiscal year covered by this Report. However, simultaneously with the closing of the
Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate of
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. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private
Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase
one Class A Ordinary Share at $11.50 per share. The Private Placement Warrants are identical to the Public Warrants, except as otherwise
disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance
of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
(g)
Use of Proceeds
There
were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the fiscal year covered
by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II,
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. There
has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the
IPO Registration Statement. The specific investments in our Trust Account may change from time to tim e.
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To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment
of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held
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
bank.
(h)
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
There
were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
Item
6. [Reserved]
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