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, ordinary shares and public
warrants are listed on Nasdaq under the symbols “TACOU,” “TACO” and “TACOW,” respectively.
Holders
As of December 31, 2025, there were 1, 5
and 3 holders of record of our Units, ordinary shares and warrants, respectively. The number of holders of record does not include a substantially
greater number of “street name” holders or beneficial holders whose securities are held of record by banks, brokers and other
financial institutions.
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 cash
dividends following completion of our initial business combination will be within the discretion of our board of directors at such time
and will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition at such time. There
is no certainty we will be in a position to, or decide to, pay cash dividends after completing any business combination. On April 29,
2025, we capitalized US$31.63 standing to the credit of the Company’s share premium account and issued an additional 316,250 founder
shares, resulting in our sponsor, sponsor affiliate and a consultant holding an aggregate of 7,503,750 founder shares as of the date hereof.
Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends following
completion of our initial business combination 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; Use of Proceeds from Registered Offerings
On November 11, 2024, our Sponsor and its affiliates purchased $23,957
for an aggregate of 6,887,500 ordinary shares and Meteora paid $1,043 for an aggregate of 300,000 ordinary shares. On April 29, 2025,
we capitalized $31.63 standing to the credit of our share premium account and issued an additional 316,250 ordinary shares, resulting
in our sponsor, sponsor affiliates, and Meteora holding an aggregate of 7,503,750 ordinary shares. Out of the total 7,503,750 founder
shares held by our sponsor, sponsor affiliates and the consultant, the sponsor, Harry You, Robert You and the consultant each directly
holds 2,688,300, 2,401,200, 2,101,050 and 313,200 founder shares, respectively, each purchased at approximately $0.003 per share.
On May 1, 2025, we consummated our IPO of 30,015,000
Units, including the issuance of 3,915,000 Units as a result of the underwriters’ full exercise of their over-allotment option.
Each Unit consists of one ordinary share of the Company and one-half of one redeemable warrant of the Company, with each warrant entitling
the holder thereof to purchase one ordinary share for $10.50 per share within the first 12 months following the closing of an initial
business combination or $11.50 per share after the 12-month anniversary of the closing of the initial business combination, subject to
adjustment, beginning 30 days after the completion of the Company’s initial business combination.
The Units were sold at a price of $10.00 per share,
generating gross proceeds to the Company of $300,150,000. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC
and Needham & Company, LLC acted as joint book-running managers. The securities in the offering were registered under the Securities
Act on a registration statement on Form S-1 (No. 333-286023). The SEC declared the registration statement effective on April 29, 2025.
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Simultaneously with the closing of the IPO, we
completed the private placement of 3,500,000 Sponsor Private Placement Warrants at a purchase price of $1.00 per Sponsor Private Placement
Warrant, generating gross proceeds to the Company of $3,500,000. Additionally, simultaneously with the closing of the IPO, the Company
issued an aggregate of 3,750,000 underwriter private placement warrants” to the underwriters. Such securities were issued pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Transaction costs of the IPO amounted to approximately
$17.8 million, consisting of approximately $1.5 million of upfront underwriting fee, an approximately $11.7 of deferred underwriting fee,
and approximately $4.6 million of other offering costs.
Of the gross proceeds received from the IPO, including
the over-allotment option shares and the private placement of private placement warrants, $300,150,000 was placed in the trust account
established with Continental Stock Transfer & Trust Company acting as trustee in connection with the IPO.
There has been no material change in the planned
use of proceeds from such use as described in our IPO prospectus (File No. 333-286023) filed with the SEC on May 1, 2025.
Item 6. [Reserved.]
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