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, Class A ordinary shares and public warrants are listed on Nasdaq under the symbols “XCBEU,” “XCBE” and
“XCBEW,” respectively.
Holders
As
of March 23, 2026, there were 22,500,000 Class A ordinary shares (inclusive of Class A ordinary shares included in our Units) issued
and outstanding held by a total of one (1) holder of record, and 5,625,000 Class B ordinary shares issued and outstanding held by
one shareholder of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial
owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividend
Policy
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. A Cayman Islands company may pay a dividend on its shares out of either profit, retained earnings and/or
the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable
to pay its debts as they fall due in the ordinary course of business. Subject to applicable law, 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 other share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our
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.
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Unregistered
Sales
None.
Use
of Proceeds
On
January 22, 2026, we consummated our IPO of 20,000,000 Units at a price of $10.00 per Unit generating gross proceeds of $200,000,000.
Each Unit consists of one Class A ordinary share and one-half of one public warrant. Each whole public warrant entitles the holder to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 5,000,000 private warrants, at a price of $1.00 per private
warrant, in a private placement to our sponsor, generating gross proceeds of $5,000,000. Each whole private warrant entitles the holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
On
January 26, 2026, the underwriters exercised their over-allotment option in part and purchased an additional 2,500,000 Over-Allotment
Option Units, at a price of $10.00 per unit, generating gross proceeds of $25,000,000. On January 26, 2026, simultaneously with the sale
of the Over-Allotment Option Units, the Company consummated the private placement of an additional 375,000 private warrants, at a price
of $1.00 per private warrant, to our sponsor, generating gross proceeds of $375,000.
Following
the IPO, a total of $225,000,000 of the net proceeds
from the sale of Units in the IPO (including the Over-Allotment Option Units) and the private placement of the private warrants, were
placed in a trust account established for the benefit of the Company’s public shareholders with Continental Stock Transfer &
Trust Company acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct
U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts).
For
a description of the use of the proceeds generated in our IPO and the private placement of the private warrants, see Part II, Item 7
( Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ) of this Annual Report on
Form 10-K.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM
6. [RESERVED]
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