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 Nasdaq Global Market. Each of our
units consists of one Class A ordinary share and one Share Right and, commencing on November 7, 2025, trades on the Nasdaq Global Market
under the symbol “TDWDU.” The Class A ordinary shares and Share Rights underlying our units are trading separately on the
Nasdaq Global Market under the symbols “TDWD” and “TDWDR,” respectively. The Class A ordinary shares and rights
underlying our units began trading separately on Nasdaq under the symbols “TDWD” and “TDWDR,” respectively, on
December 8, 2025.
Holders of Record
On March 23, 2026, there were 3 holders of record of our units, 1 holder of record of our Class A ordinary shares and 4 holders of
record of our Class B ordinary shares, and 1 holder of record of our Share 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 the Initial Public Offering
On November 10, 2025, we consummated our initial public offering of
17,250,000 units, which included the full exercise of the underwriters’ over-allotment option, at $10.00 per unit, each unit consisting
of one Class A ordinary share and one right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the completion
of our initial business combination, generating gross proceeds of $172,500,000. The securities sold in our initial public offering were
registered under the Securities Act on registration statement on Form S-1 (File No. 333-289546). The registration statement became effective
on November 5, 2025. Simultaneously with the closing of the initial public offering, we consummated the sale of 545,000 private placement
units at a price of $10.00 per unit in a private placement to the sponsor and CCM, generating gross proceeds of $5,450,000. Following
the closings of the initial public offering and the private placement on November 10, 2025, an aggregate amount of $172,500,000 ($10.00
per unit) from the net proceeds of the sale of the public units, and a portion of the net proceeds from the sale of the private placement
units, 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.
ITEM 6. [RESERVED]
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