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 Public Units, Public Shares
and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “ MLAAU”,
“MLAA” and “MLAAW” , respectively. Our Public Units commenced public trading on January
27, 2026 , and our Public Shares and Public Warrants commenced separate public trading on March
19, 2026.
(b) Holders
On March 20, 2026, there
were three holders 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 one holder 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 Units Purchase Agreements, we completed the private
sale of an aggregate of 980,000 Private Placement Units to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00
per Private Placement Unit, generating gross proceeds to us of $9,800,000. Of those 980,000 Private Placement Units, the Sponsor purchased
510,000 Private Placement Units and BTIG purchased 470,000 Private Placement Units. The Private Placement Units (and underlying securities)
are identical to the Public Units (and underlying securities), 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 Units was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
(g) Use
of Proceeds
On
January 28, 2026, we consummated our Initial Public Offering of 36,000,000 Public Units, including 4,680,000 Option Units issued pursuant
to the partial exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share, and one-half 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.
The
Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $360,000,000. BTIG acted as the sole book-running
manager and representative of the Underwriters. On January 28, 2026, simultaneously with the consummation of our Initial Public Offering
and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 980,000 Private Placement
Units at a purchase price of $10.00 per Private Placement Unit, to our Sponsor and BTIG, generating gross proceeds of $9,800,000. Of those
980,000 Private Placement Units, the Sponsor purchased 510,000 Private Placement Units and BTIG purchased 470,000 Private Placement Units.
28
Following
the closing of our Initial Public Offering on January 28, 2026, a total of $360,000,000, comprised of the proceeds from the Initial Public
Offering (which amount includes $12,600,000 of the Deferred Fee) and the proceeds from 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 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]