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.
(a) Market
Information
Our Units, Public Shares and
Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “ LPCVU”,
“LPCV” and “LPCVW” , respectively. Our Units commenced public trading on December
18, 2025 , and our Public Shares and Public Warrants commenced separate public trading on February
9, 2026 .
(b) Holders
On March 27, 2026, there was one holder of record of our Units, one
holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and three holders of record of our
Warrants.
(c) 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. 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 in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
(d) Securities
Authorized for Issuance Under Equity Compensation Plans
None.
(e) Performance
Graph
As a smaller reporting company,
we are not required to provide the information required by Regulation S-K Item 201(e).
(f) Recent
Sales of Unregistered Securities
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale
of an aggregate of 4,116,667 Private Placement Warrants to the Sponsor and Cantor in the Private Placement, at a purchase price of $1.50
per Private Placement Warrant, generating gross proceeds to us of $6,175,000.50. Of those 4,116,667 Private Placement Warrants, the Sponsor
purchased 2,783,334 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,333,333 Private Placement Warrants. The Private
Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act.
(g) Use
of Proceeds
On
December 19, 2025, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units issued pursuant to
the full exercise of the Over-Allotment Option. Each Unit consists of one Public Share, and one-third of one Public Warrant, with each
whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
32
The
Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $230,000,000. Cantor acted as sole book-running manager
and representative of the Underwriters. On December 19, 2025, simultaneously with the consummation of our Initial Public Offering and
pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 4,116,667 Private Placement
Warrants at a purchase price of $1.50 per Private Placement Warrant, to our Sponsor and Cantor generating gross proceeds of $6,175,000.50.
Following the closing of our Initial Public Offering on December 19,
2025, a total of $230,000,000 comprised of the proceeds from the Initial Public Offering (which amount includes the Deferred Fee of $10,950,000)
and the Private Placement, was placed in a U.S.-based Trust Account maintained by Continental, acting as trustee. The proceeds held in
the Trust Account may be invested by Continental, as trustee, solely (i) in United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, (ii) in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct
U.S. government treasury obligations, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account at
a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Continental that is reasonably satisfactory
to us. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk
increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing
assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments
held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account
at a bank.
The
remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are
being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination .
There
has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described
in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
(h) Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
There
were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
Item 6. [Reserved]