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
Our units began to trade
on the NASDAQ Capital Market under the symbol “NBRGU” on January 30, 2026. The Class A ordinary shares and rights comprising
the units will begin separate trading on NASDAQ on March 23, 2026, under the symbols “NBRG” and “NBRGR,” respectively.
Holders of Record
As of March 23, 2026, there
were 7,546,250 (inclusive of ordinary shares included in our units) of our ordinary shares issued and outstanding, held by a total of
8 record holders. 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.
Dividend Policy
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
capitalizations 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
None.
Use of Proceeds
On February 2, 2026, we consummated
our IPO of 5,000,000 units (the “Units”). Each Unit consists of one Class A Ordinary Share and one Right to receive one-eighth
(1/8) of one Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price
of $10.00 per Unit, generating gross proceeds of $50,000,000. Pursuant to that certain underwriting agreement, dated January 29, 2026,
we granted Kingswood Capital Partners, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 750,000
Units solely to cover over-allotments, if any (the “Over-Allotment Option”). Simultaneously with the consummation of the
IPO, the underwriters exercised the Over-Allotment Option in full, generating total proceeds of $7,500,000.
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Simultaneously with the closing
of the IPO on February 2, 2026, we consummated the Private Placement with the Sponsor of 186,250 Private Units, generating total proceeds
of $1,862,500. The Private Units are identical to the Units sold in the IPO. Additionally, the Sponsor agreed not to transfer, assign,
or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement)
until 30 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination,
we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders
having the right to exchange their ordinary shares for cash, securities or other property. The Sponsor was granted certain demand and
piggyback registration rights in connection with the purchase of the Private Units.
On February 2, 2026, a total
of $57,500,000 of the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited in a trust account
established for the benefit of the Company’s public shareholders at Citibank,
N.A. maintained by Equiniti Trust Company, LLC , acting as trustee.
We paid a total of $862,500
in underwriting discounts and $695,394 for other costs and expenses related to the IPO.
For a description of the use
of the proceeds generated in our IPO, see Part II, Item 7 ( Management’s Discussion and Analysis of Financial Condition and Results
of Operations ) of this Form 10-K.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
ITEM 6. [RESERVED]