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
Our Units began to trade on the Nasdaq Global Market, or Nasdaq, under the symbol “KOYNU” on August 27, 2025. The Ordinary Shares and Warrants comprising the Units began separate trading on Nasdaq on September 19, 2025, under the symbols “KOYN” and “KOYNW,” respectively.
Holders of Record
At December 31, 2025, there were 20,077,710 of our Class A Ordinary Shares held by 1 shareholder of record, 7,666,667 Class B Ordinary Shares held by 6 shareholders of record, and 4,931,035 of Units held by 3 holders of record. 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 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 condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. 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
On January 23, 2025, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs of the IPO in exchange for 5,750,000 Class B ordinary shares. On March 28, 2025, through a share capitalization, the Company issued an additional 1,916,667 Class B ordinary shares to the Sponsor, resulting in the Sponsor holding an aggregate of 7,666,667 Class B ordinary shares in a price per share of approximately $0.003 per share. Pursuant to a Securities Transfer Agreement, our Sponsor has transferred 20,000 founder shares (or 100,000 in the aggregate), to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim Kyung Soo Liew, for the sum of $0.003 per share, following which transfer our Sponsor holds an aggregate of 7,566,667 founder shares.
On August 28, 2025, the Company consummated IPO of 23,000,000 Units, including 3,000,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000.
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Simultaneously with the closing of the IPO, the Company the Private Placement of an aggregate of 891,250 Private Units to the Sponsor and CCM, at a price of $10.00 per Private Unit, generating total proceeds of $8,912,500. Each Private Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). Of those 891,250 Private Units, the Sponsor purchased 575,000 Private Units and CCM purchased 316,250 Private Units. The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
On August 28, 2025, a total of $230,000,000 of the net proceeds from the IPO and the Private Placement, which amount included $9,200,000 in deferred underwriting commissions, were deposited into the Trust Account.
At December 31, 2025, the Company had $233,253,391 held in the Trust Account, which primarily consists of investments in mutual funds that invest in U.S. government securities, U.S. treasury securities, cash, or a combination thereof.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Reserved.