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 Units, public shares and public warrants are traded on the Nasdaq Global Market under the symbols “VNMEU”, “VNME” and “VNMEW”, respectively.
Holders
Although there are a larger number of beneficial owners, at March 18, 2026, there was 1 holder of record of our Units, 1 holder of record of our Class A ordinary shares, 4 holders of record
of our founder shares, 1 holder of record of our public warrants and 1 holder of record of our private placement warrants.
Dividends
We have not paid any cash dividends on our common stock 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
a business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, 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 February 21, 2025, the sponsor subscribed for 9,857,143 founder shares for a total subscription price of $25,000 and fully paid for those shares. On March 25, 2025, the sponsor surrendered
for cancellation 5,544,643 founder shares held by it for no consideration. On May 25, 2025, the Company issued an additional 1,437,500 Class B ordinary shares to the sponsor for no consideration, resulting in the sponsor owning 5,750,000 Class
B ordinary shares as of May 25, 2025. Accordingly, the sponsor’s initial investment in us of $25,000 resulted in an effective purchase price of $0.0043 per share for the 5,750,000 founder shares held by it (750,000 of which were subsequently
forfeited by Sponsor as the underwriters’ over-allotment option was not exercised). The foregoing issuance of securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
On July 3, 2025, we consummated the initial public offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the initial
public offering, we consummated the private sale of 2,648,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $2,648,000. The Private Placement
Warrants are identical to the Public Warrants sold in the initial public offering. In addition, we issued the Sponsor a Working Capital Convertible Note in the principal amount of up to $840,000, which we may draw down in our sole discretion,
from time to time. Any principal amounts outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares at the option of the Sponsor, at a conversion price per share equal to the lower of (i) $8.00 and (ii)
the volume weighted average price of the Class A ordinary shares for the 20 trading days ending on the trading day prior to the date on which the loans are converted.
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We incurred $2,105,782 in transaction costs, consisting of $1,000,000 of underwriting fee and $1,105,782 of other offering costs.
Use of Proceeds
Of the gross proceeds received from the initial public offering and the Private Placement, an aggregate of $200,000,000 was placed in the trust account. The proceeds held in the trust
account will be invested or held either (i) 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 meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, 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, provided that up to 5% of interest earned on the funds held in the trust
account that may be released to us to fund our working capital requirements and /or to pay our franchise and income tax obligations.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6.
[RESERVED]
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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.