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 “ZKPU,” “ZKP” and “ZKPW,”
respectively.
Holders
As of March 24, 2026, there were 29,510,000
Class A ordinary shares (inclusive of Class A ordinary shares included in our Units) issued and outstanding held by a total of three
(3) holders of record, and 9,583,333 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
On August 27, 2025, our sponsor purchased,
and the Company issued to the sponsor, 9,583,333 Class B ordinary shares (up to 1,250,000 of which are subject to forfeiture by the
holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised) for an aggregate purchase
price of $25,000, or $0.003 per share. On January 12, 2026, the underwriters fully exercised their over-allotment option and as a result,
the 1,250,000 founder shares are no longer subject to forfeiture.
Use
of Proceeds
On
January 12, 2026, we consummated our IPO of 28,750,000 Units, which included the full exercise by the underwriters of their over-allotment
option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one Class
A ordinary share and one-fourth 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 760,000 private units, at a price of $10.00 per private unit,
in a private placement to our sponsor and BTIG in the Initial Public Offering, generating gross proceeds of $7,600,000. Of those 760,000
private units, the sponsor purchased 435,000 private units and BTIG purchased 325,000 private units. Each private unit consists of one
Class A ordinary share and one-fourth of one private warrant. 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.
7
As
of January 12, 2026, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the private units
was placed in the trust account 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 units, 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]