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
Market
Information
Our
public units, Class A ordinary shares and public warrants are each traded on NYSE American under the symbols “UACU,” “UAC”
and “UACW,” respectively. Our units commenced public trading on January 29, 2026. Our Class A ordinary shares and public
warrants began separate trading on February 18, 2026.
Holders
As
of March 25, 2026, there were four holders of record of our units, one holder of record of our Class A ordinary shares, five holders
of our Class B ordinary shares and two holders of record of our warrants. The number of holders of record does not include a substantially
greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants 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 in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our
board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. There
is no certainty we will be in a position to, or decide to, pay cash dividends after completing any business combination. Further, if
we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Performance
Graph
Not
applicable.
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Unregistered
Sales
On
October 24, 2025, our Sponsor paid $25,000 to cover certain expenses on our behalf in exchange for the issuance of 2,875,000 founder
shares, or approximately $0.009 per share. In November 2025, we effected a share dividend of approximately 0.33 shares for each Class
B ordinary share outstanding. Prior to the initial public offering, our Sponsor transferred 25,000 of our founders shares to each of
our four independent directors at the same per-share purchase price that our Sponsor paid.
Simultaneously
with the closing of the initial public offering, we consummated the private placement of 175,000 private placement units to our Sponsor
and 100,000 units to Lucid Capital Markets, LLC and Chardan Capital Markets, LLC (collectively, the “Private Placement Units”),
at a price of $10.00 per unit, and the Company consummated the private placement of 2,333,333 warrants to the Sponsor (the “Private
Placement Warrants”) at a price of $0.75 per private placement warrant, generating gross proceeds of $4,500,000. On February 12,
2026, in connection with the underwriters of our initial public offering partially exercising their option to purchase additional units,
we consummated the private placement of 457 units to our Sponsor and 1,823 units to the underwriters at a price of $10.00 per private
placement unit, and the private placement of 6,060 warrants to the Sponsor at a price of $0.75 per private placement warrant, generating
gross proceeds of $27,345. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50
per share, subject to adjustment.
35
No
underwriting discounts or commissions were paid with respect to such sales. The issuance of the securities was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Use
of Proceeds
On
January 30, 2026, we consummated the initial public offering of 10,000,000 units, at $10.00 per unit, generating gross proceeds of $100,000,000.
On February 12, 2026, as a result of the underwriters’ partially exercising their option to purchase additional units, we completed
the issuance and sale of an additional 182,300 units, at $10.00 per unit, generating gross proceeds of $1,823,000. Lucid Capital Markets,
LLC and Chardan Capital Markets, LLC acted as lead bookrunners of the initial public offering. The securities sold in the offering were
registered under the Securities Act on registration on Form S-1 (No. 333-291904). The SEC declared the registration statement effective
on January 28, 2026.
Of
the gross proceeds received from our initial public offering (including the additional units sold as a result of the partial exercise
by the underwriters of their over-allotment option) and the private placement, a total of $101,823,000 was placed in a U.S.-based trust
account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
We
incurred transaction costs amounting to $5,627,730 consisting of $1,527,345 of upfront discount to the underwriters, $3,563,805 of deferred
underwriting fees and $536,580 of other offering costs.
There
has been no material change in the planned use of proceeds from such use as described in the Company’s registration statement on
Form S-1 (File No. 333-291904), dated January 23, 2026, which was declared effective by the SEC on January 28, 2026.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item
6. [Reserved]
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.