Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our units, ordinary shares and rights are each traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “FVNNU,” “FVN,” and “FVNNR”, respectively. Our units commenced public trading on September 14, 2024, and our ordinary shares and rights commenced separate trading on November 4, 2024.
Holders
As of date of this Form 10-K, we had three holders of record of our ordinary shares, two holders of record of our units and one holder of record of our rights.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our board of directors. 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.
Unregistered Sale of Equity Securities
On February 27, 2024, our sponsor acquired 1,437,500 founder shares for an aggregate purchase price of $25,000.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of 299,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,990,000. The Private Placement Units are identical to the Units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to such sale.
Use of Proceeds
On September 13, 2024, the Company consummated its initial public offering (the “IPO”) of 5,750,000 units (the “Units”), including 750,000 Units issued to the underwriter upon full exercise of their over-allotment option. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right entitling the holder thereof to receive one-tenth (1/10) of one ordinary share of upon consummation of the Company’s initial business combination (the “Rights”), at $10.00 per Unit, generating gross proceeds of $57,500,000.
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Simultaneously with the closing of the initial public offering, we consummated the sale of 299,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,990,000.
The underwriter was paid a cash underwriting discount of $0.15 per Unit, or $862,500 in the aggregate upon the closing of the Initial Public Offering.
On February 22, 2024, we issued an unsecured promissory note to our Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $500,000 to cover expenses related to the IPO. We have borrowed $375,000 under the promissory note with our sponsor for our IPO. Shortly after completion of the IPO, such amount was fully repaid. The Promissory Note expired on the consummation of the IPO.
Transaction costs related
to the issuances described above amounted to $1,845,513, consisting of $862,500 and $522,019 of underwriting commissions which were paid
in cash and representative shares (57,500 ordinary shares) at the closing date of the IPO, respectively and $460,994 of other offering
costs. Additionally, the underwriter is entitled to 28,750 representative shares as deferred underwriting compensation upon the consummation
of a Business Combination. After deducting the underwriting discounts and commissions and offering expenses, the total net proceeds from
the initial public offering and the sale of the Private Placement Units $57,787,500 (or $10.05 per share sold in the initial public offering)
was placed in the Trust Account.
Repurchases
None.
ITEM 6. [RESERVED]
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