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.
Market Information
Our units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “SSACU” on February 6, 2026. Our ordinary shares, warrants, and share rights comprising the units began separate trading on Nasdaq on February 27, 2026, under the symbols “SSAC”, “SSACW”, and “SSACR,” respectively.
Holders
As of the date hereof, there
were 6 holders of record of our Class A ordinary shares, 5 holders of record of our Class B ordinary shares, and 1 holder of record of
our units. The number of record holders was determined from the records of our transfer agent.
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 a 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 then board of directors. 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.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
On June 28, 2025, our
sponsor purchased an aggregate of 5,750,000 founder shares for an aggregate of $25,000 (or approximately $0.004 per share), up to 750,000
of which shall be surrendered to us for no consideration after the closing of the IPO on the extent to which the underwriters’ over-allotment
option is exercised. As a result of the underwriters’ full exercise of the over-allotment option on February 6, 2026, none
of the founder shares are subject to surrender or forfeiture.
On February 9, 2026, we consummated an initial public offering of 17,250,000 public units, including the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 public units. Each public unit consists of one public share, one-half of one public warrant, with each whole public warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment, and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of our initial business combination. The public units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $172,500,000.
Simultaneously with the consummation
of the IPO, the Company consummated the private placement with the sponsor and direct institutional investors of an aggregate of (a) 279,465
private placement units and (b) 768,529 restricted Class A ordinary shares, generating gross proceeds to the Company of $2,794,650.
Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the sponsor and other parties to fund our operations.
For a description of the use
of the proceeds generated in our IPO, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations” of this Annual Report on Form 10-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. [Reserved]
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