Item 5. Market for Registrant’s Common Equity
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our units, Ordinary Shares and rights are each
traded on Nasdaq under the symbols “IRHOU,” “IRHO” and “IRHOR,” respectively. Our units commenced
public trading on December 17, 2025. Our Ordinary Shares and Rights began separate trading on February 6, 2026.
Holders
On February 12, 2026, there was 1 holder of record for our units, and
1 holder of record of our Rights. 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 September 29, 2025, IRHO SPAC Sponsor LLC (our Sponsor), contributed
$32,000 for the issuance of 5,750,000 ordinary shares, $0.0001 par value per share (the “ordinary shares”) at approximately
$0.005 per share
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In addition, our sponsor, IRHO SPAC Sponsor LLC
purchased from us 370,000 private units at a price of $10.00 per private unit, for an aggregate purchase price of $3,700,000 in a private
placement that closed simultaneously with the closing of the IPO, and Cantor purchased 200,000 private placement units at a price of $10.00
per private unit, for an aggregate purchase price of $2,000,000. The private units are identical to the units sold in the IPO. If we do
not complete an initial business combination within 24 months from the closing of the IPO, the proceeds from the sale of the public
units will be included in the liquidating distribution to our public shareholders and the private units will be worthless.
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.
Use of Proceeds
In
connection with the initial public offering, we incurred offering costs of $15,590,100 ( including deferred underwriting commissions
of $10,950,000). 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, $230,000,000 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]
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