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.
Market Information
Our Units, Class A Ordinary Shares, and Warrants
are listed on NYSE under the symbols “FCRS.U”, “FCRS”, and “FCRS.WS”, respectively.
Holders
As of December 31, 2025 there was 1 holder of
record of our Units, 1 holder of record of our Class A Ordinary Shares, 1 holder of record of our Class B ordinary shares, 3 holders of
record of our public warrants and 2 holders of record of our private placement warrants. The number of holders of record does not include
a substantially greater number of “street name” holders or beneficial holders whose Units, Class A Ordinary Shares and public
warrants are held of record by banks, brokers and other financial institutions.
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 an 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 conditions
subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.
Recent Sales of Unregistered
Securities; Use of Proceeds from Registered Offerings
On September 29, 2025, we consummated the IPO
of 28,750,000 Units, including 3,750,000 Units issued as a result of the full exercise by the underwriters of their over-allotment option,
at $10.00 per Unit, generating gross proceeds of 287,500,000. Cantor acted as sole book-running manager of the IPO. The securities in
the IPO were registered under the Securities Act on registration statement on Form S-1 (No. 333-290088). The Securities and Exchange Commission
declared the registration statements effective on September 17, 2025.
Simultaneously with the closing of the IPO, the
Sponsor and Cantor Fitzgerald & Co. pursuant to written agreements, purchased an aggregate of 3,500,000 private placement warrants
(whether or not the underwriters’ overallotment option is exercised in full), each exercisable to purchase one Class A ordinary
share at $11.50 per share, at a price of $2.00 per warrant, or $7,000,000 in the aggregate, in a private placement. Of those 3,500,000
private placement warrants, the Sponsor purchased 2,250,000 private placement warrants and Cantor Fitzgerald & Co. purchased 1,250,000
private placement warrants. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50
per share, subject to adjustment. 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.
The private placement warrants are identical to
the warrants underlying the Units sold in the IPO, except that the private placement warrants are not transferable, assignable or salable
until after the completion of a business combination, subject to certain limited exceptions.
Of the gross proceeds received from the IPO and
the proceeds of the sale of the Private Placement Warrants, an aggregate of $287,500,000 was placed in the trust account.
We paid a total of $17,861,874, consisting of
$5,000,000 of cash underwriting fee, $12,250,000 of deferred underwriting fee, and $611,874 of other offering costs.
Other than as described above, there has been
no material change in the planned use of the proceeds from our IPO and the private placement as is described in our final prospectus
related to our IPO.
Item 6. Reserved.
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