Item 5. Market for Registrant’s Common Equity
ITEM 5 . MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Units began to trade on
The Nasdaq Global Market, or Nasdaq, under the symbol “SDHIU” on or about April 1, 2025, and the Class A Ordinary Shares and
rights began separate trading on Nasdaq under the symbols “SDHI” and “SDHIR,” respectively, on or about June 4,
2025.
Holders of Record
As of March 16, 2026, there
were 27,938,000 Class A Ordinary Shares issued and outstanding held by 1 shareholder of record. 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.
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. 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 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 other share dividends in the foreseeable future. Further, if we incur any indebtedness
in connection with our Business Combination, 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
There were no unregistered
securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Use of Proceeds
The Company is a blank check company formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or
more businesses, which we refer to as our initial Business Combination.
On April 2, 2025, the Company consummated its IPO of 27,600,000 Units,
which includes full exercise of the underwriters’ over-allotment option to purchase 3,600,000 additional Units. Each Unit consists
of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share of the Company. The Units were sold
at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $276,000,000.
Simultaneously with the
closing of the IPO, the Company consummated the Private Placement in which the Sponsor, purchased 338,000 Private Units at a price
of $10.00 per Private Unit, generating gross proceeds of $3,380,000. The Private Units are identical to the Units sold in the IPO.
The Sponsor or its permitted transferees 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 the
Company’s initial Business Combination. The holders of the Private Units were granted certain demand and piggyback
registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
7
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
ITEM 6 . [RESERVED]
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.