Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities
Market Information
Our units, Class A Ordinary Shares and Warrants are traded on Nasdaq under the symbols “KRAQU,” “KRAQ,” and “KRAQW,” respectively. Our units commenced public trading on January 28, 2026, and our
Public Shares and Public Warrants commenced separate public trading on March 20, 2026.
Holders
As of March 30, 2026, there was one holder of record of our units, one holder of record of our separately traded Class A Ordinary Shares, one holder of record of our separately traded Public
Warrants, five holders of record of our Class B Ordinary Shares and one holder of record of our 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 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 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 in connection with a Business Combination, 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
On August 5, 2025, our Sponsor paid $25,000, or approximately $0.0035 per share, to cover certain of our offering and formation costs in consideration of 7,187,500 Class B Ordinary Shares, par
value $0.0001. The Class B Ordinary Shares, which shares are convertible into our Class A Ordinary Shares on a one-for-one basis, subject to adjustment. Such securities were issued pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act.
On January 29, 2026, we consummated our Initial Public Offering of 34,500,000 units, inclusive of 4,500,000 units sold to the underwriters exercising their over-allotment option in full. The units
were sold at an offering price of $10.00 per unit, generating total gross proceeds of $345,000,000. Each unit consisted of one Class A Ordinary Share of the company, par value $0.0001 per share, and one-fourth of one redeemable warrant of the
company. Santander US Capital Markets LLC acted as the book-running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-292681). The SEC declared the
registration statement effective on January 27, 2026.
Simultaneously with the consummation of the Initial Public Offering we consummated a private placement of 2,250,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private
Placement Warrant, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, generating total proceeds of $2,250,000. No underwriting discounts or commissions were paid with respect to such sale. Such securities were issued
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 Initial Public Offering, except that (a) the redemption rights shall not apply to the Private
Placement Warrants, (b) the Private Placement Warrants may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of our initial Business Combination, (c) the Company may not force a cashless conversion of the Private Placement Warrants, and (d) the holders of Private Placement Warrants are entitled to certain additional
registration rights.
Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $345,000,000 was placed in the Trust Account.
We paid a total of $250,000 in upfront underwriting discounts and commissions and $526,387 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to
defer $10,350,000 in underwriting discounts and commissions.
There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No. 333-292681), dated January 27, 2026.
Item 6.
Reserved
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