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
equity securities trade on the NYSE. Each of our units consists of one ordinary share and one right and, commencing on April 3, 2025,
trades on the NYSE under the symbol “ SOULU.” The ordinary shares and rights underlying our units are trading separately
on the NYSE under the symbols “SOUL” and “SOULR,” respectively.
Holders
of Record
On
March 27, 2026, there were three holders of record of our units, 12 holders of record of our ordinary shares, and one holder of record of
our rights. Such numbers do not include beneficial owners holding our securities through nominee names.
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 any dividends subsequent to a business combination will be within the discretion of our board of directors at such time and
we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands
Law. 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, the ability to
pay such dividends in kind at the combined company’s option may result in dilution to existing shareholders. 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.
Use
of Proceeds from our Initial Public Offering
On
April 3, 2025, we consummated our initial public offering of 25,000,000 units at $10.00 per unit, each unit consisting of one ordinary
share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of our initial business
combination, generating gross proceeds of $250,000,000. Simultaneously with the closing of the initial public offering, we consummated
the sale of 620,000 private placement units at a price of $10.00 per unit in a private placement to the Sponsor and Cantor, generating
gross proceeds of $6, 200,000. Following the closing of the initial public offering on April 3, 2025, the gross proceeds raised of $250,000,000
($10.00 per unit) was placed in the Trust Account and held in demand deposit or cash accounts or invested only 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 investing solely in U.S. Treasuries and meeting certain conditions under
Rule 2a-7 of the Investment Company Act, 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.
For
a description of the use of the proceeds generated in our initial public offering, see Part II, Item 7 of this annual report.
ITEM
6. [RESERVED]
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