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 “RDACU” on October 11, 2024. The ordinary shares and rights comprising the units
began separate trading on NASDAQ on December 2, 2024, under the symbols “RDAC” and “RDACR,” respectively.
Holders of Record
As of March 26, 2025, there were 7,499,375 (inclusive of ordinary shares
included in our units) of our ordinary shares issued and outstanding, held by a total of ten 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. Under
the laws of the Cayman Islands, a Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account,
provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they
fall due in the ordinary course of business. 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. Further, if we incur
any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 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
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.
Subject to the provisions of
the Companies Act and any rights attaching to any class or classes of shares under and in accordance with the memorandum and articles
of association:
(a) the directors may declare dividends or distributions out
of our funds which are lawfully available for that purpose; and
(b) our shareholders may, by ordinary resolution, declare dividends
but no such dividend shall exceed the amount recommended by the directors.
Subject to the requirements
of the Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution,
dividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make
such payment either in cash or in specie.
Unless provided by the rights
attached to a share, no dividend shall bear interest.
Under the laws of the Cayman
Islands, a Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in
no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the
ordinary course of business.
22
Securities Authorized for Issuance
Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
None.
Use of Proceeds
On October 15, 2024, we consummated
our IPO of 5,000,000 units (the “Units”). Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”),
and one right (“Right”) to receive one-tenth (1/10) of one 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 October 10, 2024, we granted Lucid Capital Markets, 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.
Simultaneously with the closing
of the IPO on October 15, 2024, we consummated the private placement (“Private Placement”) with Aurora Beacon LLC (the “Sponsor”)
of 254,375 units (the “Private Units”), generating total proceeds of $2,543,750. 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 October 15, 2024, a total
of $57,787,500 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 JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer &
Trust Company, acting as trustee.
We paid a total of $1,006,250
in underwriting discounts (excluding deferred underwriting discount of $1,868,750) and $556,288 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]