Evolution Global Acquisition Corp 10-K

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our units, Class A Ordinary Shares and warrants are each traded on Nasdaq under the symbols “EVOXU,” “EVOX” and “EVOXW,” respectively. Our units commenced public trading on November 11, 2025. Our Class A Ordinary Shares and warrants began separate trading on December 3, 2025. Holders On February 25, 2026, there was one holder of record for our units, one holder of record for our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and four holders of record of our warrants. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Ordinary Shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. 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. Further, if we incur any indebtedness, 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 Unregistered Sales of Equity Securities On June 26, 2025, our sponsor paid $25,000, to cover certain of our offering costs in exchange for 5,750,000 founder shares. On August 20, 2025, an additional 916,667 founder shares were issued to the sponsor, for a total of 6,666,667 founder shares, which equates to approximately $0.004 per share. On November 10, 2025, the Company issued 1,333,333 class B ordinary shares to our sponsor in a share capitalization, resulting in the total Class B ordinary shares increasing to 8,000,000 class B ordinary shares, of which 1,000,000 are subject to forfeit if the over-allotment option is not exercised. Upon consummation of the IPO, our officers and directors will have an indirect ownership interest in the founder shares through their member interest in the sponsor. The indirect economic interest in the sponsor would result in the following allocations upon consummation of the business combination: 3,650,000 founder shares to Stephen Silver, our Chief Executive Officer and Chairman of the Board, 608,333 to Ashley Zumwalt-Forbes, our Chief Operating Officer and director, 150,000 founder shares to Arthur Chen, our Chief Financial Officer, and 500,000 founder shares to Matthew Langsford and 125,000 founder shares to Erez Ichilov, our independent directors (for an aggregate of 5,033,333 founder shares), all at the same per-share price that our sponsor purchased such shares, or approximately $0.003 per share. The number of founder shares issued and outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 24,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 25% of the issued and outstanding shares after the IPO. If we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the IPO in such amount as to maintain the number of founder shares, on an as-converted basis, at 25% of our issued and outstanding ordinary shares upon the consummation of the IPO. Our sponsor and the underwriters purchased an aggregate of 6,800,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,800,000 in the aggregate, in a private placement that closed simultaneously with the closing of the IPO. Of those 6,800,000 private placement warrants, our sponsor purchased 4,400,000 private placement warrants and the underwriters purchased 2,400,000 private placement warrants consistent with their pro rata allocation of the base offering. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. 65 Use of Proceeds In connection with the initial public offering, we incurred offering costs of $15,036,813 (including deferred underwriting commissions of $9,600,000). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $240,000,000 of the net proceeds from our initial public offering and the sale of the placement shares were placed in the trust account. There has been no material change in the planned use of the proceeds from the initial public offering and the sale of the placement shares as is described in the company’s final prospectus related to the initial public offering. Purchase of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [RESERVED]