Talon Capital Corp. 10-K

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-third of one redeemable warrant and, commencing on September 9, 2025, trades on the Nasdaq Global Market under the symbol “TLNCU.” The Class A ordinary shares and warrants underlying our units are trading separately on the Nasdaq Global Market under the symbols “TLNC” and “TLNCW,” respectively. Holders of Record On March 3, 2026, there were 3 holders of record of our units, 1 holder of record of our Class A ordinary shares, and 1 holder of record of our warrants. 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 September 10, 2025, we consummated our Initial Public Offering of 24,900,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, generating gross proceeds of $249,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 779,000 private placement units at a price of $10.00 per unit in a private placement to the Sponsor and CCM, generating gross proceeds of $7,790,000. Following the closings of the Initial Public Offering and the private placement on September 10, 2025, an aggregate amount of $249,000,000 ($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. Transaction costs amounted to $14,742,001, consisting of $4,040,000 of cash underwriting fee (net of $700,000 underwriters’ reimbursement), $10,200,000 of deferred underwriting fee, and $502,001 of other offering costs. 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]