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
HCIC’s
units, Class A ordinary shares and share rights are each traded on the Nasdaq Global Market under the symbols “HCICU,”
“HCIC” and “HCICR,” respectively. HCIC’s units commenced public trading on February 5, 2026 and its
Class A ordinary shares and share rights commenced separate public trading on March 30, 2026.
Holders
On
March 27, 2026, there were two holders of record of HCIC’s units (both public and private), two holders of record
of HCIC’s Class A ordinary shares*, eight holders of record of HCIC’s Class B ordinary shares and two holders of record
of HCIC’s share rights*.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Dividends
HCIC
has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of its
initial business combination. The payment of cash dividends in the future will be dependent upon HCIC’s revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of HCIC’s initial business combination. The
payment of any cash dividends subsequent to HCIC’s initial business combination will be within the discretion of its board of directors
at such time and HCIC will only pay such dividend out of its profits or share premium (subject to solvency requirements) as permitted
under Cayman Islands law. In addition, HCIC’s board of directors is not currently contemplating and does not anticipate declaring
any share dividends in the foreseeable future. Further, if HCIC incurs any indebtedness in connection with its initial business combination,
HCIC’s ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.
*
Including underlying Class A ordinary shares and share rights within unseparated public and private units.
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Performance
Graph
The
performance graph has been omitted as permitted under rules applicable to smaller reporting companies.
Recent
Sales of Unregistered Securities
On
October 16, 2025, HCIC’s sponsor purchased an aggregate of 8,910,429 Class B ordinary for an aggregate purchase price of $25,000,
or approximately $0.003 per share. In October 2025, HCIC’s sponsor transferred 300,000 founder shares to Nicholas Geeza, HCIC’s
Executive Vice President, Chief Financial Officer and Secretary and 750,000 founder shares to Thomas D. Hennessy, HCIC’s President.
In January 2026, HCIC’s sponsor also transferred an aggregate of 130,000 founder shares to HCIC’s independent directors.
On February 4, 2026, the Company, through a share dividend, issued to the sponsor and HCIC’s initial shareholders an additional
1,782,086 founder shares, as a result of which the sponsor and the initial shareholders have purchased and hold an aggregate of 10,692,515
founder shares. The number of founder shares issued was determined based on the expectation that the founder shares would represent 30.1%
of the outstanding ordinary shares upon completion of HCIC’s initial public offering.
On
February 6, 2026, HCIC consummated the initial public offering of 24,150,000 units, which includes the full exercise by the underwriters
of their over-allotment option in the amount of 3,150,000 units, at $10.00 per unit, generating gross proceeds of $241,500,000. Each
unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation
of an initial business combination.
Simultaneously
with the closing of HCIC’s initial public offering, HCIC consummated the private placement and sale of an aggregate of 671,000
private placement units at a price of $10.00 per private placement unit, generating gross proceeds to HCIC of $6,710,000. The 671,000
private placement units were all purchased by HCIC’s sponsor. The private placement units are identical to the units sold in HCIC’s
initial public offering, except that (i) the private placement units (and the Class A ordinary shares and share rights underlying the
private placement units and the Class A ordinary shares issuable upon conversion of the share rights) may not be transferred, assigned
or sold, subject to certain limited exceptions set forth in the letter agreement and as described in the registration statement filed
in connection with HCIC’s initial public offering, until 30 days after the completion of the HCIC’s initial business combination,
and (ii) the holders of the private placement units are entitled to certain registration rights in respect thereof (and with respect
to the Class A ordinary shares and share rights underlying such private placement units and the Class A ordinary shares issuable upon
conversion of the share rights). 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.
The
underwriters of HCIC’s initial public offering were entitled to a cash underwriting discount of $0.20 per unit, or $4,830,000 in
the aggregate, which were paid to the underwriters in cash at the closing of the initial public offering. Additionally, the Deferred
Underwriter is entitled to a deferred underwriting discount of up to $0.20 per unit, or up to $4,830,000 in the aggregate (subject to
reduction based on the funds remaining in the trust account after giving effect to the public shares that are redeemed in connection
with an initial business combination), payable to the Deferred Underwriter for deferred underwriting commissions on amounts remaining
in the trust account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable
to the Deferred Underwriter from the amounts held in the trust account solely in the event HCIC completes its initial business combination.
For
a description of the use of the proceeds generated in HCIC’s initial public offering, please see the section of this Report entitled
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations. ”
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item
6. [Reserved.]
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