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.
Market Information.
Our Units, public shares and
public warrants are traded on the Nasdaq Global Market under the symbols “RTACU”, “RTAC” and “RTACW”,
respectively.
Holders
Although there are a larger number of beneficial owners, at December 31, 2025, there was one holder of record of our Units, two holders
of record of our Class A ordinary shares, one holder of record of our founder shares, two holders of record of our public warrants and
twenty holders of record of our private placement warrants.
Dividends
We have not paid any cash
dividends on our common stock 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 a business
combination will be within the discretion of our board of directors at such time. 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.
Performance Graph
Not applicable.
Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings
Unregistered Sales
On July 30, 2024, Sponsor
subscribed for 9,583,333 founder shares for a total subscription price of $25,000 and fully paid for those shares. On March 13, 2025,
Sponsor surrendered for cancellation 3,740,591 founder shares held by it for no consideration. On May 14, 2025, the Company issued an
additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration, resulting in the Sponsor owning 7,011,288 Class B ordinary
shares as of May 14, 2025. Accordingly, Sponsor’s initial investment in us of $25,000 resulted in an effective purchase price of
$0.004 per share for the 7,011,288 founder shares held by it (up to 914,514 of which were subject to forfeiture by Sponsor depending on
the extent to which the underwriters’ over-allotment option was exercised). The underwriters fully exercised the over-allotment
option as of May 16, 2025. The foregoing issuance of securities was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended.
On May 14, 2025, the Company
consummated the initial public offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000. Simultaneously
with the closing of the initial public offering, the Company consummated the private sale of 3,821,591 private placement warrants to the
Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,821,591. The private
placement warrants are identical to the public warrants sold in the initial public offering.
Transaction costs amounted
to $12,213,743, consisting of $1,207,500 of cash underwriting fee, $8,452,500 of deferred underwriting fee, and $2,553,743 of other offering
costs.
Use of Proceeds
Of the gross proceeds received
from the initial public offering and the private placement, an aggregate of $242,103,750 was placed in the trust account. The proceeds
held in the trust account will be invested or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a
money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest
bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion
of a business combination and (ii) the distribution of the funds in the trust account to the Company’s shareholders. There has been
no material change in the planned use of proceeds from such use as described in our IPO Prospectus filed with the SEC on May 13, 2025
pursuant to Rule 424b(4).
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
ITEM 6. [RESERVED]
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.