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1、S-1 1 ny20046456x1_s1.htm S-1TABLE OF CONTENTSAs filed with the Securities and Exchange Commission on April 15,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Vendome Acquisition Corporation I(Ex

2、act name of registrant as specified in its charter)Cayman Islands(State or other jurisdiction ofincorporation or organization)6770(Primary Standard IndustrialClassification Code Number)N/A(I.R.S.Employer IdentificationNumber)1090 Center DrivePark City,UT 84098(435)714-7973(Address,including zip code

3、,and telephone number,including area code,of registrants principal executive offices)Scott LaPortaChief Executive Officerc/o Vendome Acquisition Corporation I1090 Center DrivePark City,UT 84098(435)714-7973(Name,address,including zip code,and telephone number,including area code,of agent for service

4、)Copies to:Gil Savir,Esq.Paul Hastings LLP200 Park Avenue Brandon J.Bortner,Esq.Paul Hastings LLP2050 M Street NW Jeffrey C.Selman,Esq.Elena Nrtina,Esq.DLA Piper LLP(US)New York,NY 10166(212)318-6000Washington,DC 20036(202)551-1700555 Mission StreetSuite 2400San Francisco,CA 94105-2933Tel:(415)615 6

5、095 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of

6、 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same o

7、ffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment f

8、iled pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,

9、a non-accelerated filer,a smaller reportingcompany or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated file

10、r Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securitie

11、s Act.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective dateuntil the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Secti

12、on 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall becomeeffective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.TABLE OF CONTENTSThe information contained in this preliminary prospectus is not complet

13、e and may be changed.No securitiesmay be sold until the registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities,and it is not soliciting an offer to buy thesesecurities,in any jurisdiction where the of

14、fer or sale is not permitted.SUBJECT TO COMPLETION,DATED APRIL 15,2025PRELIMINARY PROSPECTUSVendome Acquisition Corporation I15,000,000 UnitsVendome Acquisition Corporation I is a newly incorporated blank check company for the purpose of effecting a merger,amalgamation,shareexchange,asset acquisitio

15、n,share purchase,reorganization or similar business combination with one or more businesses,which we refer to throughout thisprospectus as our initial business combination.We have not selected any specific business combination target and we have not,nor has anyone on ourbehalf,engaged in any substan

16、tive discussions,directly or indirectly,with any business combination target with respect to an initial business combinationwith us.This is an initial public offering of our securities.Each unit has an offering price of$10.00 and consists of one Class A ordinary share and one-half ofone redeemable w

17、arrant.Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of$11.50 per share,subject toadjustment as described in this prospectus.Only whole warrants are exercisable.The warrants will become exercisable on the later of the completion ofour initial busine

18、ss combination(the“warrant exercise date”)or 12 months after this registration statement is declared effective by the Securities andExchange Commission and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation(the“warrant expiration

19、 date”),as described in this prospectus.This prospectus also relates to the issuance of an aggregate of 8,625,000 Class A ordinaryshares issuable upon exercise of such warrants.We have also granted the underwriter a 45-day option to purchase up to an additional 2,250,000 units tocover over-allotment

20、s,if any.We will provide our public shareholders with the opportunity to redeem,regardless of whether they abstain,vote for,or vote against,our initialbusiness combination,all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per share price,p

21、ayablein cash,equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummationof our initial business combination,including interest,divided by the number of then outstanding public shares,subject to the limitations descr

22、ibed herein.Notwithstanding the foregoing redemption rights,if we seek shareholder approval of our initial business combination and we do not conduct redemptionsin connection with our initial business combination pursuant to the tender offer rules,our amended and restated memorandum and articles of

23、associationwill provide that a public shareholder,together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concertor as a“group”(as defined under Section 13 of the Securities Exchange Act of 1934,as amended),is restricted from redeeming its shares w

24、ith respect tomore than an aggregate of 15%of the shares sold in this offering,without our prior consent.In addition,our amended and restated memorandum andarticles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to

25、be less than$5,000,001(so that we do not then become subject to the Securities and Exchange Commissions“penny stock”rules.)We will have 18 months from theclosing of this offering to consummate an initial business combination,with an automatic six-month extension if we have signed a definitive agreem

26、entwith respect to an initial business combination within such 18-month period.In addition,our shareholders can also vote at any time to amend our amendedand restated memorandum and articles of association to extend the amount of time we will have to complete an initial business combination,in each

27、caseas further described herein.There is no limit on the number of times our shareholders can vote to amend our amended and restated memorandum andarticles of association to extend the amount of time we will have to complete an initial business combination and any such extension may be for anyamount

28、 of time.We refer to the time period we have to complete an initial business combination,as it may be extended as described above,as the“completion window”.If our completion window is extended by an amendment to our amended and restated memorandum and articles of association,ourshareholders will be

29、entitled to vote on such amendment and to redeem their shares in connection with any such extension.If our completion window isextended from 18 months to 24 months by virtue of having signed a definitive agreement with respect to an initial business combination within such initial18-month period,our

30、 shareholders will not be entitled to vote on such an extension or to redeem their shares as a result of the extension.If we have notcompleted our initial business combination within the completion window or we do not otherwise seek shareholder approval to amend our amended andrestated memorandum an

31、d articles of association to further extend the time to complete our initial business combination,we will redeem 100%of thepublic shares at a per share price,payable in cash,equal to the aggregate amount then on deposit in the trust account,including interest(less any permittedwithdrawals and up to$

32、100,000 of interest to pay dissolution expenses),divided by the number of then outstanding public shares,subject to applicable lawand certain conditions as further described herein.Please see“Redemption of Public Shares and Liquidation if no Initial Business Combination”onpage 125 for more informati

33、on.Prior to this offering,there has been no public market for our units,Class A ordinary shares or warrants.We intend to apply to list our units on theNasdaq Stock Market(“Nasdaq”)under the symbol“VNMEU”on or promptly after the date of this prospectus.The Class A ordinary shares and warrantsconstitu

34、ting the units will begin separate trading on the 52nd day following the date of this prospectus(or,if such date is not a business day,the followingbusiness day),subject to certain conditions.Once the securities constituting the units begin separate trading,we expect that the Class A ordinary shares

35、 andwarrants will be listed on the Nasdaq under the symbols“VNME”and“VNMEW,”respectively.We are an“emerging growth company”and a“smaller reporting company”under applicable federal securities laws and will be subject toreduced public company reporting requirements.Investing in our securities involves

36、 risks.Please see“Risk Factors”on page 46.Investors willnot be entitled to protections normally afforded to investors in Rule 419 blank check offerings.Per Unit TotalPrice to Public$10.00$150,000,000Underwriting Discounts and Commissions(1)$0.37$5,500,000Proceeds,before expenses,to us$9.63$144,500,0

37、00 (1)including(a)$1,000,000,or approximately$0.07 per unit sold in the offering,payable upon the closing of this offering;and(b)up to$0.30 per unit sold in the offering,orup to$4,500,000 in the aggregate(or up to$5,175,000 if the overallotment option is exercised in full)payable to the underwriter

38、in this offering based on the percentage offunds remaining in the trust account after redemptions of public shares,for deferred underwriting commissions to be placed in a trust account located in the United Statesand released to the underwriter only upon the completion of an initial business combina

39、tion.See“Underwriting”for a description of compensation and other items ofvalue payable to the underwriter.See“Underwriting”for a description of underwriting compensation payable to the underwriter.Of the proceeds we receive from this offering and the sale of the private placement warrants described

40、 in this prospectus,$150,000,000,or$172,500,000 if the underwriters option to purchase additional units is exercised in full($10.00 per unit in either case),will be deposited into a U.S.-basedtrust account with Odyssey Trust Company acting as trustee.Except with respect to interest earned on the fun

41、ds held in the trust account that may bereleased to us as described below,the funds held in the trust account will not be released from the trust account until the earliest of:(1)the completion ofour initial business combination;(2)the redemption of any public shares properly submitted in connection

42、 with a shareholder vote to amend our amendedand restated memorandum and articles of association(i)to modify the substance or timing of our obligation to provide for the redemption of our publicshares in connection with an initial business combination or to redeem 100%of our public shares if we have

43、 not consummated our initial businesscombination within the completion window or(ii)with respect to any other provision relating to shareholders rights or pre-initial business combinationactivity;and(3)the redemption of all of our public shares if we are unable to complete our initial business combi

44、nation within the completion window,subject to applicable law.The proceeds deposited in the trust account could become subject to the claims of our creditors,if any,which could have priorityover the claims of our public shareholders.We are permitted to withdraw 10%of the interest earned on the trust

45、 account to fund our working capitalrequirements and/or to pay our taxes,and such withdrawals can only be made from interest and not from the principal held in the trust account(“permittedwithdrawals”).TABLE OF CONTENTSOur sponsor,Vendome Acquisition Sponsor I LLC,currently holds an aggregate of 4,3

46、12,500 founder shares(up to 562,500 of which are subject toforfeiture by the holders thereof depending on the extent to which the underwriters over-allotment option is exercised)for an aggregate purchase price of$25,000,or approximately$0.0058 per share.The Class B ordinary shares will automatically

47、 convert into Class A ordinary shares at the time of our initialbusiness combination,or at any time prior thereto at the option of the holder thereof,on a one-for-one basis,subject to adjustment as provided herein.Inthe case that additional Class A ordinary shares,or equity-linked securities(as desc

48、ribed herein),are issued or deemed issued in excess of the amountsissued in this offering and related to the closing of our initial business combination,the ratio at which the Class B ordinary shares will convert into Class Aordinary shares will be adjusted(unless the holders of a majority of the is

49、sued and outstanding Class B ordinary shares agree to waive such anti-dilutionadjustment with respect to any such issuance or deemed issuance)so that the number of Class A ordinary shares issuable upon conversion of all Class Bordinary shares will equal,in the aggregate,20%of the sum of all Class A

50、ordinary shares issued and outstanding upon the completion of this offering,plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination,excluding anyClass A ordinary shares,subject to vesting and any other restrictions,iss

51、ued or deemed issued to(i)our sponsor(or its members or affiliates)in connectionwith the consummation of this offering,(ii)any seller in the initial business combination,(iii)the Class A ordinary shares underlying the private placementwarrants and(iv)any Class A ordinary shares issued to our sponsor

52、(or its members or affiliates)upon conversion of working capital loans.If we increaseor decrease the size of this offering we will effect a capitalization or share repurchase or redemption or other appropriate mechanism,as applicable,withrespect to our Class B ordinary shares immediately prior to th

53、e consummation of the offering in such amount as to maintain the ownership of our initialshareholders at 20%of the issued and outstanding ordinary shares upon the consummation of this offering.Our public shareholders may incur materialdilution due to such anti-dilution adjustments that result in the

54、 issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.Prior to the closing of our initial business combination,only holders of our Class B ordinary shares(i)will have the right to vote to appoint and removedirectors prior to or in connection with the completion of o

55、ur initial business combination and(ii)will be entitled to vote on continuing our company in ajurisdiction outside the Cayman Islands(including any special resolution required to adopt new constitutional documents as a result of our approving atransfer by way of continuation in a jurisdiction outsid

56、e the Cayman Islands).On any other matters submitted to a vote of our shareholders prior to or inconnection with the completion of our initial business combination,holders of the Class B ordinary shares and holders of the Class A ordinary shares willvote together as a single class,except as required

57、 by law.See“Summary Our Sponsor”on page 3,“Summary The Offering Founder shares”on page 21,“Summary The Offering Transfer restrictions on founder shares”on page 22,“Summary The Offering Founder sharesconversion and anti-dilution rights”on page 23,“Summary The Offering Appointment and removal of direc

58、tors and continuing thecompany outside of the Cayman Islands;voting rights”on page 23,“Risk Factors Risks Relating to our Sponsor and Management Team The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in theevent we

59、consummate an initial business combination,and our sponsor is likely to make a substantial profit on its investment in us in the event weconsummate an initial business combination,even if the business combination causes the trading price of our ordinary shares to declinematerially”on page 66,“Risks

60、Relating to our Securities We may issue additional ordinary shares or preference shares to complete ourinitial business combination or under an employee incentive plan after completion of our initial business combination.We may also issue Class Aordinary shares upon the conversion of the Class B ord

61、inary shares at a ratio greater than one-to-one at the time of our initial businesscombination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association.Any suchissuances would dilute the interest of our shareholders and likely present o

62、ther risks”on page 76,“Our sponsor and certain director,andofficers,either directly or indirectly,paid an aggregate of$25,000,or approximately$0.003 per founder share,and,accordingly,you willexperience immediate and substantial dilution from the purchase of our Class B ordinary shares”on page 76,and

63、“Unlike many othersimilarly structured blank check companies,our initial shareholders will receive additional Class A ordinary shares if we issue shares toconsummate an initial business combination”on page 77 and“Proposed Business Our Sponsor”on page 103 for more information.In addition,our sponsor

64、will subscribe to purchase an aggregate of 3,488,000 private placement warrants(whether or not the over-allotment option isexercised)each exercisable to purchase one Class A ordinary share at$11.50 per share,subject to adjustment,at a price of$1.00 per warrant,in a privateplacement that will close s

65、imultaneously with the closing of this offering.Each private placement warrant is exercisable to purchase one Class A ordinaryshare at$11.50 per share.Commencing on the date on which our securities are listed on the Nasdaq,we may pay an affiliate of our sponsor up to$10,000 per month for officespace

66、,administrative and shared personnel support services.See“Summary Our Sponsor”on page 3 for more information.In the event thatfollowing this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination,up to$2,500,000 of such loan

67、s may be convertible into warrants of the post-business combination entity at a price of$1.00 per warrant at the option of oursponsor.In addition,after the completion of this offering,our board of directors may approve additional working capital loans for the purpose of fundingworking capital,which

68、loans may be converted into our private units,shares,or warrants.Because our sponsor and certain director and officers,either directly or indirectly,acquired the founder shares at a nominal price,our publicshareholders will incur immediate and substantial dilution upon the closing of this offering,a

69、ssuming no value is ascribed to the warrants included in theunits.Additionally,the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to ourpublic shareholders due to the anti-dilution rights of our founder shares that may result

70、in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.Further,the Class A ordinary shares issuable in connection with the exercise of the private placement warrants,including thoseprivate placement warrants converted from working capital loans(as described in t

71、his prospectus),may result in material dilution to our publicshareholders if the$11.50 exercise price of the private placement warrants is significantly less than the market price of our shares at the time such privateplacement warrants are exercised or if the private placement warrants are exercise

72、d on a cashless basis given that the cashless exercise of the warrants willnot result in any cash proceeds to us.See“Risk Factors Risks Relating to our Sponsor and Management Team The nominal purchase pricepaid by our sponsor for the founder shares may significantly dilute the implied value of your

73、public shares in the event we consummate an initialbusiness combination,and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial businesscombination,even if the business combination causes the trading price of our ordinary shares to decline

74、 materially”on page 66,“RisksRelating to our Securities We may issue additional ordinary shares or preference shares to complete our initial business combination or underan employee incentive plan after completion of our initial business combination.We may also issue Class A ordinary shares upon the

75、 conversionof the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilutionprovisions contained in our amended and restated memorandum and articles of association.Any such issuances would dilute the interest of ourshar

76、eholders and likely present other risks”on page 76,“Our sponsor and certain director,and officers,either directly or indirectly,paid anaggregate of$25,000,or approximately$0.0058 per founder share,and,accordingly,you will experience immediate and substantial dilution fromthe purchase of our Class B

77、ordinary shares”on page 76 and“Unlike many other similarly structured blank check companies,our initialshareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination”on page 77;Seealso“Description of Securities Warrants Private Placement

78、 Warrants”on page 165.TABLE OF CONTENTSThe following table illustrates the difference between the public offering price and our net tangible book value(NTBV),as adjusted to give effect tothis offering and to redemptions of our public shares at varying levels,assuming the full exercise and no exercis

79、e of the over-allotment option.Thefollowing table gives effect to the limitation under our amended and restated memorandum and articles of association that will prohibit redemptions in anamount that would cause our net tangible assets to be less than$5,000,001.See“Summary Dilution”on page 42 and“Dil

80、ution”on page 95 formore information.As of February 28,2025 As of February 28,2025Offering Price of$10.00per Unit 25%ofMaximumRedemptions 50%ofMaximumRedemptions 75%ofMaximumRedemptions MaximumRedemptionsNTBV DifferenceBetweenNTBV andOfferingPrice DifferenceBetweenNTBV andOfferingPrice DifferenceBet

81、weenNTBV andOfferingPrice NTBV DifferenceBetweenNTBV andOfferingPrice NTBV DifferenceBetweenNTBV andOfferingPrice NTBV DifferenceBetweenNTBV andOfferingPrice Assuming Full Exercise of Over Allotment Option 7.84 2.16 7.30 2.70 6.40 3.60 4.60 5.40 (0.80)10.80 Assuming No Exercise of Over Allotment Opt

82、ion 7.87 2.13 7.33 2.67 6.44 3.56 4.66 5.34 (0.67)10.67 Our sponsor and members of our management team will directly or indirectly own our securities following this offering,and accordingly,they mayhave a conflict of interest in determining whether a particular target business is an appropriate busi

83、ness with which to effectuate our initial businesscombination.Further,each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if theretention or resignation of any such officers and directors was included by a target business as

84、 a condition to any agreement with respect to our initialbusiness combination.Additionally,each of our officers and directors in the future may have additional,fiduciary,contractual or other obligations or dutiesto one or more other entities pursuant to which such officer or director will be require

85、d to present a business combination opportunity to such entities.As aresult,there may be actual or potential material conflicts of interest between our sponsor and members of our management team on one hand,andpurchasers in this offering on the other.See“Summary The Offering Conflicts of interest”on

86、 page 38,“Proposed Business Our Sponsor”on page 103,“Proposed Business Sourcing of Potential Business Combination Targets”on page 116 and“Management Conflicts of Interest”on page 145.The underwriter is offering the units for sale on a firm commitment basis.The underwriter expects to deliver the unit

87、s to the purchasers on or about,2025.Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminal offense.No offer or invitation,whether directly or indirec

88、tly,is being or may be made to the public in the Cayman Islands to subscribe for any ofour securities.Sole Book-Running ManagerD.Boral CapitalThe date of this prospectus is,2025.TABLE OF CONTENTSWe are responsible for the information contained in this prospectus.We have not authorized anyone toprovi

89、de any information or to make any representations other than those contained in this prospectus.Weand the underwriter take no responsibility for,and can provide no assurance as to the reliability of,any otherinformation that others may give you.This prospectus is an offer to sell only the units offe

90、red hereby,but onlyunder circumstances and in jurisdictions where it is lawful to do so.The information contained in thisprospectus is current only as of its date.TABLE OF CONTENTS SUMMARY 1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 45RISK FACTORS 46USE OF PROCEEDS 90DIVIDEND POLICY 94DILU

91、TION 95CAPITALIZATION 97MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 98PROPOSED BUSINESS 103MANAGEMENT 140PRINCIPAL SHAREHOLDERS 150CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 153DESCRIPTION OF SECURITIES 156TAXATION 175UNDERWRITING 187LEGAL MATTERS 19

92、5EXPERTS 195WHERE YOU CAN FIND ADDITIONAL INFORMATION 196INDEX TO FINANCIAL STATEMENTS F-1 TrademarksThis prospectus contains references to trademarks and service marks belonging to other entities.Solely forconvenience,trademarks and trade names referred to in this prospectus may appear without the

93、or symbols,butsuch references are not intended to indicate,in any way,that the applicable licensor will not assert,to the fullestextent under applicable law,its rights to these trademarks and trade names.We do not intend our use or display ofother companies trade names,trademarks or service marks to

94、 imply a relationship with,or endorsement orsponsorship of us by,any other companies.iTABLE OF CONTENTSSUMMARYThis summary only highlights the more detailed information appearing elsewhere in this prospectus.As this is asummary,it does not contain all of the information that you should consider in m

95、aking an investment decision.Youshould read this entire prospectus carefully,including the information under“Risk Factors”and our financialstatements and the related notes included elsewhere in this prospectus,before investing.Unless otherwise stated in this prospectus or the context otherwise requi

96、res,references to:“amended and restated memorandum and articles of association”are to our amended and restatedmemorandum and articles of association to be in effect upon the completion of this offering;“Companies Act”are to the Companies Act(As Revised)of the Cayman Islands as the same may beamended

97、 from time to time;“completion window”is the period following the completion of this offering at the end of which,if wehave not completed our initial business combination,we will redeem 100%of the public shares at a pershare price,payable in cash,equal to the aggregate amount then on deposit in the

98、trust account,includinginterest(less any permitted withdrawals and up to$100,000 of interest to pay dissolution expenses),divided by the number of then outstanding public shares,subject to applicable law and certain conditionsand as further described herein.The completion window ends 18 months from

99、the closing of this offeringwith an automatic six-month extension if we have signed a definitive agreement with respect to an initialbusiness combination within such 18-month period.In addition,our shareholders can also vote at anytime to amend our amended and restated memorandum and articles of ass

100、ociation to modify the amount oftime we will have to complete an initial business combination,in each case as further described herein;provided that if our completion window is extended from 18 months to 24 months by virtue of havingsigned a definitive agreement with respect to an initial business c

101、ombination within such initial 18-monthperiod,our shareholders will not be entitled to vote on such an extension or to redeem their shares as aresult of the extension;“directors”are to our directors(including our director nominees named in this prospectus);“equity-linked securities”are to any debt o

102、r equity securities that are convertible,exercisable orexchangeable for our Class A ordinary shares issued in a financing transaction in connection with ourinitial business combination,including but not limited to a private placement of such securities;“founders”are to Diana Derycz-Kessler,our Presi

103、dent,Scott LaPorta,our Chief Executive Officer andChief Financial Officer,and Paul L.Kessler,our Executive Chairman;“founder shares”are to our Class B ordinary shares and the Class A ordinary shares issued upon theautomatic conversion thereof at the time of our initial business combination or at any

104、 time prior thereto atthe option of the holder thereof as provided herein;“initial shareholders”are to our sponsor and the other holders of our founder shares prior to this offering(or their permitted transferees);“letter agreement”refers to the letter agreement,the form of which is filed as an exhi

105、bit to the registrationstatement of which this prospectus forms a part,to be executed by our initial shareholders,directors andofficers;“management”or our“management team”are to our officers and directors;“ordinary resolution”are to a resolution of the company passed by the affirmative vote of a sim

106、plemajority of the votes cast by such shareholders as,being entitled to do so,vote in person or,where proxiesare allowed,by proxy at a general meeting of the company,or a resolution approved in writing by all ofthe holders of the issued shares entitled to vote on such matter;“ordinary shares”are to

107、our Class A ordinary shares and our Class B ordinary shares;“permitted withdrawals”refers to amounts withdrawn from the trust account(i)to fund our workingcapital requirements,which amount shall not equal more than 10%of the interest earned on the trustaccount,and/or(ii)to pay our taxes,provided tha

108、t all permitted withdrawals can only be made frominterest and not from the principal held in the trust account;1TABLE OF CONTENTS“private placement warrants”are to the 3,488,000 warrants issued to our sponsor(whether or not theover-allotment option is exercised)“private shares”are to the Class A ord

109、inary shares sold as part of the private placement warrants;“public shares”are to our Class A ordinary shares sold as part of the units in this offering(whether theyare purchased in this offering or thereafter in the open market);“public shareholders”are to the holders of our public shares,including

110、 our sponsor,officers anddirectors to the extent our sponsor,officers,or directors purchase public shares,provided that each oftheir status as a“public shareholder”shall only exist with respect to such public shares;“public warrants”are to the warrants sold as part of the units in this offering(whet

111、her they arepurchased in this offering or thereafter in the open market);“special resolution”are to a resolution of the company passed by the affirmative vote of at least a two-thirds(2/3)majority(or such higher approval threshold as specified in the companys amended andrestated memorandum and artic

112、les of association)of the votes cast by such shareholders as,being entitledto do so,vote in person or,where proxies are allowed,by proxy at a general meeting of the company ofwhich notice specifying the intention to propose the resolution as a special resolution has been duly given,or a resolution a

113、pproved in writing by all of the holders of the issued shares entitled to vote on suchmatter;“sponsor”are to Vendome Acquisition Sponsor I LLC,a Cayman Islands limited liability company;Vendome Acquisition Holding I LLC is the managing member of our sponsor;Diana Derycz-Kessler,ourPresident,Scott La

114、Porta,our Chief Executive Officer and Chief Financial Officer,and Paul Kessler,ourExecutive Chairman,are the sole members of Vendome Acquisition Holding I LLC;“underwriters option to purchase additional units”are to the underwriters 45-day option to purchase upto an additional 2,250,000 units to cov

115、er over-allotments,if any;“warrants”are to our public warrants and private placement warrants;“warrant exercise date”are to the date on which the warrants will become exercisable,which is the laterof the completion of our initial business combination or 12 months after this registration statement is

116、declared effective by the Securities and Exchange Commission;“warrant expiration date”are to the date on which the warrants expire,which is five years after thecompletion of our initial business combination or earlier upon redemption or liquidation;and“we,”“us,”“company”or“our company”are to Vendome

117、 Acquisition Corporation I,a Cayman Islandsexempted company.Unless we tell you otherwise,the information in this prospectus assumes that the underwriters will not exercisetheir option to purchase additional units and the forfeiture by our sponsor of 562,500 founder shares.Any forfeiture of shares de

118、scribed in this prospectus will take effect as a surrender of shares for noconsideration of such shares as a matter of Cayman Islands law.Any conversion of the Class B ordinary sharesdescribed in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuanceof

119、 Class A ordinary shares as a matter of Cayman Islands law.Any share dividends described in this prospectus willtake effect as share capitalizations as a matter of Cayman Islands law.OverviewWe are a newly incorporated blank check company incorporated as Cayman Islands exempted company onJanuary 28,

120、2025 for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,sharepurchase,reorganization or similar business combination with one or more businesses,which we refer to throughoutthis prospectus as our initial business combination.We have not selected any specific business

121、 combination targetand we have not,nor has anyone on our behalf,engaged in any substantive discussions,directly or indirectly,withany business combination target with respect to an initial business combination with us.As discussed further below,we seek to leverage and capitalize on our collective mu

122、lti-faceted expertise,investing and operating experience,and broad network of relationships to source and evaluate potential transactionsand create value for our stakeholders.We believe we have a deep and broad network of relationships and sector2TABLE OF CONTENTSexpertise to source and evaluate pot

123、ential transactions,enhancing our ability to position us as a partner of choicewith potential target companies.The extensive investing track record and operational experience of the managementteam,including significant public company executive and board experience are expected to enhance our credibi

124、litywith prospective investors,and will allow us to be a value-added partner to the management team and stakeholdersfollowing an initial business combination.We believe our extensive M&A and capital markets experience willenable us to successfully execute an initial business combination transaction.

125、We may pursue an initial business combination in any business or industry but intend to focus our search on atarget business in an industry where we believe the expertise of our management team will provide us with acompetitive advantage in completing a successful initial business combination.We int

126、end to seek to acquire one ormore businesses with an aggregate enterprise value in excess of$500 million,determined in the sole discretion ofour officers and directors according to reasonably acceptable valuation standards and methodologies,although atarget entity with a smaller or larger enterprise

127、 value may be considered.Our SponsorOur sponsor is a Cayman Islands limited liability company,which was formed and registered to invest in us.Although our sponsor is permitted to undertake any activities permitted under the Limited Liability Companies Act(As Revised)of the Cayman Islands and other a

128、pplicable law,our sponsors business is focused on investing in ourcompany.The managing member of the sponsor is Vendome Acquisition Holding I LLC,a Delaware limited liabilitycompany,of which our founders are the sole members.Our founders control the management of our sponsor,including the exercise o

129、f voting and investment discretion over the securities of our company held by our sponsor.As of the date hereof,other than our founders,no other person has a direct or indirect material interest in oursponsor.See“SummaryThe OfferingPrivate Placement Warrants.”Prior to the completion of this offering

130、our sponsor intends to transfer an aggregate of 105,000 of its founder shares to our independent director nomineesand certain members of our management team for their services,in each case for no cash consideration,including25,000 shares to each of our independent directors and 30,000 shares to Amy

131、Wang.The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or inconnection with the completion of our initial business combination and the securities issued and to be issued by us toour sponsor or its affiliates:Entity/Individual Amount of Comp

132、ensation to beReceived or Securities Issued or tobe Issued Paid or to be Paid$10,000 per month,commencing onthe first date on which our securitiesare listed on the Nasdaq Office space,administrative andshared personnel support services Vendome Acquisition Sponsor I LLC 4,312,500(1)(3)Class B Ordinar

133、yShares$25,000 3,488,000 private placementwarrants(whether or not the over-allotment option is exercised)$3,488,000(whether or not the over-allotment option is exercised)Up to$25,000 Repayment of loans made to us tocover offering related andorganizational expenses Reimbursement for any out-of-pocket

134、 expenses related toidentifying,investigating andcompleting an initial businesscombination Expenses incurred in connection withidentifying,investigating andcompleting an initial businesscombination 3TABLE OF CONTENTS Entity/Individual Amount of Compensation to beReceived or Securities Issued or tobe

135、 Issued Paid or to be Paid Up to$2,500,000 in working capitalloans,which loans may beconvertible into warrants of the post-business combination entity at theprice of$1.00 per warrant(2)Working capital loans to financetransaction costs in connection withan initial business combination (1)The Class B

136、ordinary shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares mayresult in material dilution to our public shareholders due to the nominal price of$0.0058 per share at which our sponsor purchased theClass B ordinary shares and/or the anti-d

137、ilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinaryshares on a greater than one-to-one basis upon conversion.Our sponsor,directors and officers and their affiliates may receive additionalcompensation and/or may be issued additional securities in connectio

138、n with an initial business combination,including securities that mayresult in material dilution to public shareholders.See“Risk Factors Risks Relating to our Sponsor and Management Team Thenominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of

139、 your public shares in theevent we consummate an initial business combination,and our sponsor is likely to make a substantial profit on its investment in us in theevent we consummate an initial business combination,even if the business combination causes the trading price of our ordinary shares tode

140、cline materially”on page 66,“Risks Relating to our Securities We may issue additional ordinary shares or preference shares tocomplete our initial business combination or under an employee incentive plan after completion of our initial business combination.Wemay also issue Class A ordinary shares upo

141、n the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time ofour initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articlesof association.Any such issuances would dilute the interest of ou

142、r shareholders and likely present other risks”on page 76,“Our initialshareholders,either directly or indirectly,paid an aggregate of$25,000,or approximately$0.0058 per founder share,and,accordingly,youwill experience immediate and substantial dilution from the purchase of our Class B ordinary shares

143、”on page 77 and“Unlike manyother similarly structured blank check companies,our initial shareholders will receive additional Class A ordinary shares if we issue sharesto consummate an initial business combination”on page 77.(2)After the completion of this offering,our board of directors may approve

144、additional working capital loans for the purpose of fundingworking capital,which loans may be converted into our private units,shares,or warrants.The$11.50 exercise price of the privateplacement warrants issuable upon conversion of working capital loans may be significantly less than the market pric

145、e of our shares at thetime such private placement warrants are exercised.Similarly,depending on the market price of our shares at the time our privateplacement warrants are exercised,the cashless exercise feature of our private placement warrants may also result in material dilution to ourpublic sha

146、reholders given that the cashless exercise of the warrants will not result in any cash proceeds to us.See“Description of Securities Warrants Private Placement Warrants”on page 165;see also“Risk Factors Risks Relating to our Sponsor and Management Team The nominal purchase price paid by our sponsor f

147、or the founder shares may significantly dilute the implied value of your public sharesin the event we consummate an initial business combination,and our sponsor is likely to make a substantial profit on its investment in us inthe event we consummate an initial business combination,even if the busine

148、ss combination causes the trading price of our ordinary sharesto decline materially”on page 66,“Risks Relating to our Securities We may issue additional ordinary shares or preference shares tocomplete our initial business combination or under an employee incentive plan after completion of our initia

149、l business combination.Wemay also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time ofour initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articl

150、esof association.Any such issuances would dilute the interest of our shareholders and likely present other risks”on page 76,“Our initialshareholders,either directly or indirectly,paid an aggregate of$25,000,or approximately$0.0058 per founder share,and,accordingly,youwill experience immediate and su

151、bstantial dilution from the purchase of our Class B ordinary shares”on page 77 and“Unlike manyother similarly structured blank check companies,our initial shareholders will receive additional Class A ordinary shares if we issue sharesto consummate an initial business combination”on page 77.(3)Prior

152、to the completion of this offering our sponsor intends to transfer an aggregate of 105,000 of its founder shares to our independentdirector nominees and certain members of our management team for their services,in each case for no cash consideration,including 25,000shares to each of our independent

153、directors and 30,000 shares to Amy Wang.See“Risk Factors Risks Relating to our Sponsor andManagement Team The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value ofyour public shares in the event we consummate an initial business combination,a

154、nd our sponsor is likely to make a substantial profit on itsinvestment in us in the event we consummate an initial business combination,even if the business combination causes the trading price ofour ordinary shares to decline materially”on page 65;see also“-Risks Relating to our Sponsor and Managem

155、ent Team-Since oursponsor,officers and directors,and any other holders of our founder shares will lose their entire investment in us if our initial businesscombination is not completed,and because our sponsors,officers and directors and any other holder of our founder shares directly orindirectly ma

156、y profit substantially from a business combination as a result of their ownership of founder shares even under circumstanceswhere our public shareholders would experience losses in connection with their investment,a conflict of interest may arise in determiningwhether a particular business combinati

157、on target is appropriate for our initial business combination,including in connection with theshareholder vote in respect thereto”on page 67.Because our sponsor acquired the founder shares at a nominal price,our public shareholders will incurimmediate and substantial dilution upon the closing of thi

158、s offering,assuming no value is ascribed to the warrantsincluded in the units.See the section titled“Risk FactorsRisks Relating to our Sponsor and Management TeamThe nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to theimplied value of your publi

159、c shares upon the consummation of our initial business combination.”4TABLE OF CONTENTSThe founder shares will automatically convert into Class A ordinary shares at the time of our initial businesscombination,or at any time prior thereto at the option of the holder thereof,on a one-for-one basis,subj

160、ect toadjustment as provided herein.In the case that additional Class A ordinary shares,or equity-linked securities,areissued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initialbusiness combination,the ratio at which Class B ordinary shares shall

161、 convert into Class A ordinary shares will beadjusted(unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance)so that the number of Class A ordinaryshares issuable upon conversion of

162、 all Class B ordinary shares will equal,in the aggregate,on an as-converted basis,20%of the total number of all ordinary shares outstanding upon completion of this offering plus all Class A ordinaryshares and equity-linked securities issued or deemed issued in connection with our initial business co

163、mbination,excluding any Class A ordinary shares,subject to vesting and any other restrictions,issued or deemed issued to(i)our sponsor(or its members or affiliates)in connection with the consummation of this offering,(ii)any seller in theinitial business combination,(iii)the Class A ordinary shares

164、underlying the private placement warrants and(iv)anyClass A ordinary shares issued to our sponsor(or its members or affiliates)upon conversion of working capitalloans.If we increase or decrease the size of this offering we will effect a capitalization or share repurchase orredemption or other approp

165、riate mechanism,as applicable,with respect to our Class B ordinary shares immediatelyprior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders at20%of the issued and outstanding ordinary shares upon the consummation of this offering.Our public

166、shareholdersmay incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinaryshares on a greater than one-to-one basis upon conversion.In addition,in order to facilitate our initial business combination,our sponsor may surrender or forfeit,transferor e

167、xchange our founder shares,private placement warrants or any of our other securities,including for noconsideration,as well as subject any such securities to earn-outs or other restrictions,or otherwise amend the termsof any such securities or enter into any other arrangements with respect to any suc

168、h securities.While there is no current intention to do so,we may approve an amendment or waiver of the letter agreementthat would allow the sponsor to directly,or members of our sponsor to indirectly,transfer founder shares and privateplacement warrants or membership interests in our sponsor in a tr

169、ansaction in which the sponsor removes itself asour sponsor before identifying a business combination.As a result,there is a risk that our sponsor and our officersand directors may divest their ownership or economic interests in us or in our sponsor.There can be no assurancethat any replacement spon

170、sor or key personnel will successfully identify a business combination target for us,or,even if one is so identified,successfully complete such business combination.If we raise additional funds through equity or convertible debt issuances,our public shareholders may suffersignificant dilution.This d

171、ilution would increase to the extent that the anti-dilution provision of the founder sharesresult in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the foundershares at the time of our initial business combination.In addition,the cashless exercise of th

172、e private placementwarrants would further increase the dilution to our public shareholders.Pursuant to a letter agreement to be entered with us,each of our initial shareholders,directors and officers willagree to restrictions on its ability to transfer,assign,or sell the founder shares and private p

173、lacement warrants(andthe underlying shares),as summarized in the table below.Subject Securities Expiration Date Persons Subject toRestrictions Exceptions to TransferRestrictionsFounder Shares Earlier of six months aftercompletion of our initialbusiness combination;or ifthe closing price of ourordina

174、ry shares equals orexceeds$12.00 per share(asadjusted for share sub-divisions,share dividends,reorganizations,recapitalizations and othersimilar transactions)for any VendomeAcquisition SponsorI LLC,Paul L.Kessler,DianaDerycz-Kessler,Scott LaPorta,BrettWyard,BrianWebber,JonathanGray and AmyWang Trans

175、fers permitted(i)to anyofficer,director,or employee of theCompany,including to a familymember or affiliate of such officer,director,or employee;(ii)byprivate sales or transfers,in eachcase,made in connection with theconsummation of our initialbusiness combination at prices nogreater than the price a

176、t which thesecurities were 5TABLE OF CONTENTS Subject Securities Expiration Date Persons Subject toRestrictions Exceptions to TransferRestrictions 20 trading days within any30-trading day periodcommencing 150 days aftercompletion of our initialbusiness combination originally purchased;(iii)in theeve

177、nt of our liquidation prior to thecompletion of our initial businesscombination;(iv)by virtue of thelaws of the Cayman Islands or oursponsors limited liability companyagreement upon dissolution of oursponsor;and(v)in the event of ourcompletion of a liquidation,merger,share exchange,reorganization or

178、other similar transaction whichresults in all of our publicshareholders having the right toexchange their Class A ordinaryshares for cash,securities or otherproperty subsequent to thecompletion of our initial businesscombination Private PlacementWarrants 30 days after the completionof our initial bu

179、sinesscombination Same as above Same as above Any units,warrants,ordinary shares orany other securitiesconvertible into,orexercisable orexchangeable for,any units,ordinaryshares,foundershares or warrants 180 days Same as above The representative in its solediscretion may release any of thesecurities

180、 subject to these lock-upagreements at any time withoutnotice,other than in the case of theofficers and directors,which shallbe with notice.Our sponsor,officers and directors are alsosubject to separate transferrestrictions on their founder sharesand private placement warrantspursuant to the letter

181、agreementdescribed in the immediatelypreceding paragraphs.In addition,pursuant to such letter agreement,for the benefit of D.Boral,we,our initial shareholders and ourofficers and directors have agreed that we will not offer,sell,contract to sell,pledge,charge or grant any option topurchase or otherw

182、ise dispose of,directly or indirectly,without the prior written consent of D.Boral for a period of180 days after the date of this prospectus,any units,warrants,ordinary shares or any other securities convertibleinto,or exercisable,or exchangeable for,ordinary shares or enter into any swap or other a

183、rrangement that transfersto another,in whole or in part,any of the economic consequences of ownership of any units,ordinary shares,warrants or any securities convertible into,or exercisable,or exchangeable for,ordinary shares owned,whether anysuch transaction is to be settled by delivery of such sec

184、urities,in cash or otherwise;provided,however,that we may(1)issue and sell the private placement warrants;(2)issue and sell the additional units to cover our underwritersover-allotment option(if any);(3)register with the SEC pursuant to an agreement to be entered into concurrentlywith the issuance a

185、nd sale of the securities in this offering,the resale of the private placement warrants and theClass A ordinary shares issuable upon exercise of the warrants and the founder shares;and(4)issue securities inconnection with our initial business combination.However,the foregoing shall not apply to the

186、forfeiture of anyfounder shares pursuant to their terms or any transfer of founder shares to any current or future independent directorof the company(as long as such current or future independent director is subject to the terms of the letter agreement,filed herewith,6TABLE OF CONTENTSat the time of

187、 such transfer;and as long as,to the extent any Section 16 reporting obligation is triggered as a resultof such transfer,any related Section 16 filing includes a practical explanation as to the nature of the transfer).D.Boral in their sole discretion may release any of the securities subject to thes

188、e lock-up agreements at any timewithout notice.The founder shares and the private placement warrants held by the sponsor will only be distributed to themembers of the sponsor after consummation of our initial business combination,at which time such members wouldbecome subject to the applicable trans

189、fer restrictions with respect to such securities.Our Management TeamOur management team has extensive experience in M&A,capital raising,investing capital and operatingbusinesses in a variety of sectors and we believe the depth of our management teams experience and relationshipsserves as a key compe

190、titive advantage.Our board of directors and management have years of combined experienceinvesting and operating in dozens of companies,which has provided us with a robust network of companies in abroad spectrum of sectors through the trusted relationships we have developed over the years.Our broad e

191、xperienceincludes senior leadership positions at operating companies,investment and financial advisory firms and venturecapital funds.Our directors also bring significant executive management and public company experience to ustogether with additional industry relationships that are expected to furt

192、her broaden our industry network.We believe this network has provided our management team with numerous referral opportunities that haveresulted in numerous investment opportunities.In addition,we believe that this network of contacts andrelationships will provide us with an important source of acqu

193、isition opportunities.We anticipate that target businesscandidates will come to our attention from various unaffiliated sources,including investment market participants,private equity groups,investment banks,consultants,accounting firms and large business enterprises.Mr.Paul L.Kessler has served as

194、our Executive Chairman since January 2025.He is the Co-Founder and hasbeen Co-Manager of Bristol Capital Advisors,LLC(“BCA”),the investment advisor to Bristol Investment Fund,Ltd.,since BCAs inception in March 2000.Mr.Kessler has extensive experience as a deep value investor,financier,and venture ca

195、pitalist,working with both public and private growth companies across various industries,includingbiotechnology,technology,energy,education,and consumer products.From November 2021 to March 2024,Mr.Kessler was a member of“The CEO Council,”an advisory group of business leaders formed by the Los Angel

196、esArea Chamber of Commerce to support regional economic recovery.In February 2019,Mr.Kessler became afounding member and director of LK Advisors,Inc.(formerly PiMac Advisors Inc.)a mortgage lending advisorycompany.Since October 2019,Mr.Kessler has been a member of the board of managers of Bristol Lu

197、xury GroupLLC and Sugarfina Corporation(formerly Sugarfina Holdings LLC),the parent companies to Sugarfina USA LLC,a luxury candy retailer.He also serves as an advisor to MedTech Innovator,a nonprofit accelerator for medicaltechnology companies,and is a lead investor and advisor to RX3 Ventures and

198、Act One Ventures.Additionally,Mr.Kessler co-founded Start Engine,LLC in October 2011,a Los Angeles-based technology incubator that haslaunched over 50 technology companies and has since evolved into an equity-based crowdfunding platform.Mr.Kessler has been a guest speaker on the subject of financing

199、 emerging growth public companies at a variety offorums,including The Pipes Conference,Los Angeles Venture Association(LAVA),Wall Street Reporters PipeConference,and UCLA Anderson School of Management,Pepperdine Universitys Graziadio School of Businessand Management.He has also attended courses at H

200、arvard Business Schools Executive Education Program andUCLA Extension.Ms.Diana Derycz-Kessler has served as our President since January 2025.She is an investor with abackground in law,business and finance.Her investments have included companies in the energy,biotechnology,technology,education,real e

201、state and consumer products sectors.As part of these investments,she has assumedactive operational roles.She co-founded Bristol Capital Advisors,LLC in March 2000 and has served as its Co-Manager and/or active principal since that time.She served as a director of Tellurian,Inc.since February 2017thr

202、ough November 2024,and served as a director of Tellurian Investments from December 2016 to February 2017.She had a 17-year tenure as Chief Executive Officer of the media arts college of The Los Angeles Film School and isa manager of commercial property partnerships located in Hollywood,California.In

203、 February 2019,Ms.Derycz-Kessler became a founding member and director of LK Advisors,Inc.(formerly PiMac Advisors Inc.)a mortgagelending advisory company.Since October 2019,Ms.Derycz-Kessler has been a member of the board of managers ofBristol Luxury Group LLC and Sugarfina Corporation(formerly Sug

204、arfina Holdings LLC),the parent companies toSugarfina USA LLC,a luxury candy retailer.Ms.Derycz-Kesslers early career began as a lawyer in the7TABLE OF CONTENTSinternational oil and gas sector,working at the law firm of Curtis,Mallet-Prevost,Colt&Mosle LLP in New York.Subsequently,she joined Occiden

205、tal Petroleum Corporation,overseeing legal for its Latin American exploration andproduction operations.From 2016 to 2018,Ms.Derycz-Kessler was a partner in UNESCOs TeachHer program,aprivatepublic sector partnership bridging the global gender gap in education.Ms.Derycz-Kessler holds a lawdegree from

206、Harvard Law School and a masters degree from Stanford University in Latin American Studies.Sheobtained her undergraduate“double”degree in History and Latin American Studies from University of California,Los Angeles(UCLA)and is also a member of the State Bar of California and the New York Bar.Mr.Scot

207、t LaPorta has served as our Chief Executive Officer and Chief Financial Officer since January 2025.He has also been the Chief Executive Officer of Sugarfina USA LLC since November 2019.From September 2018to November 2019,he was the Chief Commercial and Strategy Officer of GTs Living Foods.He has als

208、o served asPresident and Chief Operating Officer of Neurobrands LLC from January 2017 to August 2018.Additionally,fromSeptember 2009 to July 2016,he served as the President,Chief Operating Officer,and Chief Financial Officer ofBolthouse Farms.Earlier in his career,Scott LaPorta functioned as the pre

209、sident of Levi Strauss Mexico and Canadaand the Levi Strauss Signature brand in the United States.Additionally,he has served in executive capacities at ParkPlace Entertainment Corp.,Hilton Hotels Corp.,and both the Marriott Corporation and Host Marriott Corporation.Mr.LaPorta received his bachelor o

210、f science in accounting from the University of Virginia and master of businessadministration in finance from Vanderbilt University.Ms.Amy Wang has served as our General Counsel since January 2025.She has served as General Counsel toBristol Capital Advisors,LLC(“BCA”),the investment manager to Bristo

211、l Investment Fund,Ltd.,since BCAsinception in March 2000.In January 2025,she transitioned to the role of Outside General Counsel to BCA,as OfCounsel at Ellenoff,Grossman&Schole LLP in New York.In her capacity as Outside General Counsel to BCA,Ms.Wang oversees the negotiation,documentation,and closin

212、g of investment transactions,advises on restructuringsand mergers,conducts due diligence on potential investment targets,reviews and negotiates nondisclosureagreements relating to evaluation of investment opportunities,supervises portfolio activity and operations,monitorscompliance with investment t

213、erms and securities regulations,manages the activity of service providers and outsidecounsel,oversees the completion of annual audit procedures with the fund administrator and auditor,managescommunications and scheduling of annual meetings with the funds board of directors,prepares board resolutions

214、and updates to the funds offering document,and assists the funds investor relations team to facilitatecommunication with investors and respond to investor inquiries as needed.During her tenure with BCA,Ms.Wanghas overseen the negotiation and documentation of over 700 financing transactions utilizing

215、 various investmentstructures and instruments including common stock,preferred stock,convertible debt instruments and warrants.Ms.Wang has also worked on numerous restructurings,mergers,acquisitions,divestitures,and private equityfinancings.Ms.Wang earned her law degree from the University of Califo

216、rnia,Hastings College of the Law,and herundergraduate degree in Political Science,with a specialization in Business Administration,from the University ofCalifornia,Los Angeles(UCLA).Ms.Wang is a member of the State Bar of California and the American BarAssociation(Business Law Division).Ms.Wang has

217、also passed the Series 65 Uniform Investment AdvisorExamination.Mr.Brett Wyard,who will serve as a director upon completion of this offering,has over 30 years ofexperience as a private equity and distressed debt investor,as well as a financial advisor specializing in financialrestructurings,mergers

218、and acquisitions,and investment banking.Since co-founding Solace in July of 2014,Mr.Wyard has overseen investments and served on multiple corporate boards.From September of 2005 toSeptember of 2012,he was a Global Partner,Managing Director,and Co-Head of Carlyle Strategic Partners at TheCarlyle Grou

219、p,where he was involved in the raising and investing of$2 billion.Prior to that,from May of 1999 toAugust of 2005,he was a Managing Director at Oaktree Capital Management,where he was a senior member of thefirms flagship Opportunities Funds,focusing on special situations,distressed debt,and private

220、equity investments.He previously held positions at Merrill Lynch in the Global Special Situations Group,Houlihan Lokey Howard&Zukin in the Financial Restructuring Group,and Voyageur Asset Management.Mr.Wyard currently serves asChairman of the Board of Sun Mountain Sports and previously served as Cha

221、irman of the Board of Select InteriorConcepts,Inc.He has also served on the boards of Forbes Energy Services,Pinnacle Foods,and NTLCommunications(now Virgin Media).Mr.Wyard received a Bachelor of Arts in Economics from Boston College.Mr.Brian Webber,who will serve as a director upon completion of th

222、is offering,has over 30 years ofexperience as an investment banker and investor.Mr.Webber co-founded American Discovery Capital in 2017,where he has overseen the firms growth in private equity and investment banking.From July of 2010 to January of2016,he was a Partner at Moelis&Company,where he focu

223、sed on mergers and acquisitions and merchant banking8TABLE OF CONTENTStransactions in the technology and business services sectors.From January of 2001 to July of 2010,he served asGlobal Head of Technology Investment Banking at UBS Investment Bank.Prior to that,he was with Donaldson,Lufkin&Jenrette

224、from May of 1993 to January of 2001 where he co-founded the firms technology group.Mr.Webber received a Bachelor of Arts,magna cum laude,from the University of Utah and a Master of BusinessAdministration from Harvard Business School.Mr.Jonathan Gray,who will serve as a director upon completion of th

225、is offering,has over 20 years ofexperience as an investor and strategic advisor.Mr.Gray has served as a director of Prairie Operating Company(Nasdaq:PROP)since May 2023.Mr.Gray has also served as the Chief Executive Officer of First Idea InternationalLtd.,a strategic advisory boutique from its found

226、ing in 2008.Mr.Gray has also served as the Chief ExecutiveOfficer of the Intelligent Design Agency,a design firm,from its founding to 2018.In 2016,Mr.Gray establishedThe Hideaway Entertainment,LLC,a financing and production entertainment media company focused on motionpicture,television,digital medi

227、a,and technology,and has served as Chief Executive Officer since the companysfounding.In addition,Mr.Gray is the co-owner of Beauchamp Estates France,a division of Beauchamp EstatesInternational,which he founded in March 2005.Mr.Gray served as the founder and Chief Executive Officer of JGEvents,an i

228、nternational event management company,from its founding in 2003 until closing it in 2019.Mr.Grayearned his Baccalaurat Littraire in Litterture from Lyce Carnot,Cannes in 1999.With respect to the experiences of our management team,and their respective affiliates,past performance is nota guarantee(i)t

229、hat we will be able to identify a suitable candidate for our initial business combination or(ii)ofsuccess with respect to any business combination we may consummate.You should not rely on the historicalperformance of any member of our management team and their respective affiliates(either individual

230、ly orcollectively)as indicative of our future performance.For more information on the experience and background of ourmanagement team,see the sections entitled“Management”and“Proposed Business.”Business StrategyOur objectives are to generate attractive returns for shareholders and enhance value thro

231、ugh(1)completing aninitial business combination with a high-quality merger target at an attractive valuation with favorable terms for ourshareholders and(2)enhancing operational performance through our teams experience and by leveraging ourexpertise and the expertise of our network in the private eq

232、uity space.We expect to favor potential target companieswith certain industry and business characteristics.Key favorable industry characteristics we look for include,but arenot limited to,compelling long-term growth prospects,strong secular tailwinds,and highly fragmented markets ripefor consolidati

233、on opportunities.We expect our target to possess certain business characteristics such as a leadingmarket position,significant recurring revenue with a diversified customer base,opportunity for operationalimprovement,and a healthy margin profile with attractive free cash flow characteristics.We may

234、pursue an initial business combination in any business or industry.However,we intend to focus oursearch on target businesses primarily in the consumer sector.Our geographic focus will be North America,SoutheastAsia,and Europe where we believe the expertise of our management team will provide us with

235、 a competitiveadvantage in completing a successful initial business combination.Our selection process will leverage our network of industry,private equity,venture capital,credit fund andlending community relationships,as well as relationships with management teams of public and private companies,inv

236、estment bankers,restructuring advisers,attorneys and accountants in US and Europe which we believe shouldprovide us with a number of high-quality business combination opportunities.We intend to maximize value creationby leveraging our expertise across the water and agriculture sectors throughout the

237、 Americas,with a verticalintegration strategy to identify top-tier opportunities.We intend to seek to acquire one or more businesses with an aggregate enterprise value between$500 millionand$1 billion,to be determined in the sole discretion of our officers and directors according to reasonablyaccept

238、able valuation standards and methodologies,although a target entity with a smaller or larger enterprise valuemay be considered.We expect our strategy to draw heavily from the equity and debt capital markets,venture capital and privateequity world,focusing on creating long-term value through a combin

239、ation of disciplined investment practices,operational improvements,and strategic growth initiatives.Leveraging our teams deep experience in private equityand venture capital,we emphasize identifying high-quality businesses with strong fundamentals,scalability,andalignment with our vertical integrati

240、on strategy.We aim to employ a rigorous due diligence process to evaluate9TABLE OF CONTENTStargets,ensuring that they meet key criteria such as robust financial performance,competitive positioning,andalignment with certain principles that we may pre-define.Once a business combination is completed,we

241、 intend toapply private equity-style operational enhancements,fostering revenue growth and operational efficiency.Byleveraging our network of private equity professionals,institutional investors,and strategic partners,we aim to bringtransformative value to the target businesses,aligning our sharehol

242、ders interests with those of management teams todrive sustainable growth and superior returns.This approach reflects our commitment to unlocking value beyond thetransaction,ensuring that we position our targets for long-term success.Competitive AdvantagesWe believe our competitive strengths include

243、the following:Depth of Team and Access to Resources.We have a dedicated management team with a track record ofexecuting on transactions,and the resources to source and evaluate a larger number of potentialtransactions relative to other SPACs.Sourcing Channels and Leading Industry Relationships.We be

244、lieve our capabilities,reputation and deepindustry relationships will provide us with a differentiated pipeline of acquisition opportunities that wouldbe difficult for other participants in the market to replicate.Execution and Structuring Capability.We believe our management teams expertise and rep

245、utation willallow us to source and complete transactions possessing structural attributes that create an attractiveinvestment thesis.These types of transactions are typically complex and require creativity,industryknowledge and expertise,rigorous due diligence,and extensive negotiations and document

246、ation.Webelieve that by focusing our investment activities on these types of transactions,we can generateinvestment opportunities that have attractive risk/reward profiles based on their valuations and structuralcharacteristics.Operating Company Experience.Certain members of our management team have

247、 extensive experience asoperating company executives and/or board members.This experience will serve as a key competitiveadvantage in selecting companies that will benefit from going public,positioning us as an attractivepartner to management teams of potential target companies,and help to create lo

248、ng-term value post-closing of the initial business combination.Investment CriteriaWe will use the following investment criteria to screen for and evaluate target businesses although we maypursue opportunities outside of this scope.Business Fundamentals:We target companies with strong fundamentals th

249、at align with its growth strategyin the agribusiness and water sectors.Ideal targets will have an enterprise value exceeding twice the sizeof ours and display year-over-year revenue growth,with EBITDA and cash-flow positivity.Thesecompanies could operate in multiple countries,enabling expansion and

250、operational synergies throughvertical integration.We also seek founders who are willing to retain a meaningful stake in the publiccompany,ensuring alignment with long-term value creation.Additional factors include attractivevaluations,a large total addressable market,and a competitive industry posit

251、ion.Public Company Ready:We will seek to acquire a company that is well-positioned to be a public companyin terms of scale and size,and a company that public equity market investors will understand and value.While we believe our public company experience will be a significant asset as a transaction

252、partner toprivate companies,we intend to avoid companies that have significant deficiencies in financial reportingor general public company readiness.Would Benefit Distinctly from our Capabilities:We will seek to acquire a business where we can tangiblyimprove the operations and create long term val

253、ue for our shareholders.In particular,we believe ourexperience in operating emerging growth companies,identifying productivity gains,and restructuringbusinesses would be a value-add to the management teams and boards of potential target companies.Weexpect our strategy to draw heavily from the ventur

254、e capital world,focusing on creating long-term valuethrough a combination of disciplined investment practices,operational improvements,and strategicgrowth initiatives.Leveraging our teams deep experience in the public markets and private equity,weemphasize10TABLE OF CONTENTSidentifying high-quality

255、businesses with strong fundamentals,scalability,and alignment with our verticalintegration strategy.We aim to employ a rigorous due diligence process to evaluate targets,ensuring thatthey meet key criteria such as robust financial performance,competitive positioning,and alignment withcertain princip

256、les that we may pre-define.Once a business combination is completed,we intend to applyprivate equity-style operational enhancements,fostering revenue growth and operational efficiency.Byleveraging our network of private equity professionals,institutional investors,and strategic partners,weaim to bri

257、ng transformative value to the target businesses,aligning our shareholders interests with thoseof management teams to drive sustainable growth and superior returns.This approach reflects ourcommitment to unlocking value beyond the transaction,ensuring that we position our targets for long-termsucces

258、s.Innovators within an existing market.We will seek a company which embraces technology and theinnovation of its products and/or processes within an existing market,and burden of developing a new andyet to be proven marketplace or form of technology.Has a Dedicated and Proven Management Team:We will

259、 seek to acquire a business with a professionalmanagement team whose interests are aligned with those of our investors.Where necessary,we may alsolook to complement and enhance the capabilities of the target businesss management team by recruitingadditional talent through our network of contacts.The

260、se criteria are not intended to be exhaustive.Any evaluation relating to the merits of a particular initialbusiness combination may be based,to the extent relevant,on these general guidelines as well as on otherconsiderations,factors and criteria that our management may deem relevant.In the event th

261、at we decide to enter intoour initial business combination with a target business that does not meet the above criteria and guidelines,we willdisclose that the target business does not meet the above criteria in our shareholder communications related to ourinitial business combination,which,as discu

262、ssed in this prospectus,would be in the form of tender offer documentsor proxy solicitation materials that we would file with the SEC.Our Acquisition ProcessWhile we have not selected any specific business combination target and we have not,nor has anyone on ourbehalf,engaged in any substantive disc

263、ussions,directly or indirectly,with any business combination target withrespect to an initial business combination with us,we have engaged in an extensive research effort to identify a largenumber of potential targets.We intend to leverage our resources and network for efficient outreach to commence

264、 immediately after the dateof this prospectus.Our effort will be focused on creating proprietary transaction opportunities.We believe personalrelationships built over time are critical not just in generating transaction opportunities,but also in consummating abusiness combination.In evaluating a pro

265、spective target business,we expect to conduct a thorough due diligence review which willencompass,among other things,meetings with incumbent management and employees,document reviews,inspection of facilities,as well as a review of financial,operational,legal and other information which will be madea

266、vailable to us.We are not prohibited from pursuing an initial business combination with a company that is affiliated withmembers of our management team.In the event we seek to complete our initial business combination with abusiness that is affiliated with members of our management team,we,or a comm

267、ittee of independent anddisinterested directors,will obtain an opinion from an independent investment banking firm that is a member of theFinancial Industry Regulatory Authority,or FINRA,or from an independent registered public accounting firm,thatsuch an initial business combination is fair to our

268、company from a financial point of view.Our sponsor and members of our management team will directly or indirectly own our securities following thisoffering,and accordingly,they may have a conflict of interest in determining whether a particular target business isan appropriate business with which to

269、 effectuate our initial business combination.Further,each of our officers anddirectors may have a conflict of interest with respect to evaluating a particular business combination if the retentionor resignation of any such officers and directors was included by a target business as a condition to an

270、y agreementwith respect to our initial business combination.There is no agreement,arrangement,or understanding between ourSponsor and us or any of our officers and directors with respect to determining whether to proceed with a businesscombination.11TABLE OF CONTENTSThe nominal purchase price paid b

271、y our sponsor for the founder shares may significantly dilute the impliedvalue of your public shares in the event we consummate an initial business combination,and our sponsor is likely tomake a substantial profit on its investment in us in the event we consummate an initial business combination,eve

272、n ifthe business combination causes the trading price of our ordinary shares to decline materially.Members of our management team may from time to time become aware of potential business opportunities,one or more of which we may desire to pursue,for a business combination,but we have not(nor has any

273、one on ourbehalf)engaged in any substantive discussions,directly or indirectly,with any business combination target withrespect to a business combination transaction with us.As described in“Proposed Business-Sourcing of Potential Business Combination Targets”and“Management-Conflicts of Interest,”eac

274、h of our officers and directors in the future may have additional,fiduciary,contractual or other obligations or duties to one or more other entities pursuant to which such officer or director willbe required to present a business combination opportunity to such entities.As a result,there may be actu

275、al orpotential material conflicts of interest between our sponsor and members of our management team on one hand,andpurchasers in this offering on the other.While no member of the management team will have any duty to offer acquisition opportunities to us,they maybecome aware of a potential transact

276、ion that is an attractive opportunity for us,which they may decide to share withus.Conflicts may arise from their affiliation with our company,their provision of services both to us and to third-party clients,as well as from actions undertaken by them for their own account.In performing services for

277、 otherclients and also when acting for their own account,they may take commercial steps which may have an adverseeffect on us.Such services include investment management activities on behalf of themselves and other investmentadvisory clients in companies that may be an attractive opportunity for us

278、or that may be competitive to a potentialbusiness opportunity to us.Please see“ManagementConflicts of Interest,”for additional information regardingcertain potential conflicts of interest relating to the Founder Group.Members of our management team may participate in the formation of,invest in(on be

279、half of themselves,theiraffiliates or its and their clients),or become an officer or director of,any other blank check company prior tocompletion of our initial business combination.As a result,members of our management team could have conflictsof interest in determining whether to present business

280、combination opportunities to us or to any other blank checkcompany with which they may become involved.Because there are numerous special purpose acquisition companies seeking to enter into an initial businesscombination with available targets,the competition for available targets with attractive fu

281、ndamentals or businessmodels may increase,which could cause target companies to demand improved financial terms.Attractive dealscould also become scarcer for other reasons,such as economic or industry sector downturns(including a negativepublic perception of mergers involving SPACs),geopolitical ten

282、sions,or increases in the cost of additional capitalneeded to close business combinations or operate targets post-business combination.Thus,our ability to identify andevaluate a target company may be impacted by significant competition among other special purpose acquisitioncompanies in pursuing bus

283、iness combination transaction candidates and significant competition may impact theattractiveness of the acquisition terms that we will be able to negotiate.Initial Business CombinationWe will have up to 18 months from the closing of this offering to consummate an initial business combination,with a

284、n automatic six-month extension if we have signed a definitive agreement with respect to an initial businesscombination within such 18-month period.Our shareholders will not be entitled to vote on or redeem their shares inconnection with any such extension.This structure is unlike the structure of s

285、imilar blank check companies,whichgenerally are only permitted to extend the time period to complete an initial business combination in connectionwith an amendment to their amended and restated certificate of incorporation or amended and restated memorandumand articles of association.In addition to

286、the automatic extension of our deadline to consummate an initial business combination bysix months if we have signed a definitive business combination agreement with respect to an initial businesscombination,we may also hold a shareholder meeting at any time to amend our amended and restated memoran

287、dumand articles of association to seek shareholder approval to extend the amount of time we will have to consummate aninitial business combination(as well as to modify the substance or timing of our obligation to redeem 100%of ourpublic shares if we have not consummated an initial business combinati

288、on within the time periods described12TABLE OF CONTENTSherein or with respect to any other provisions relating to shareholders rights or pre-initial business combinationactivity).There is no limit on the number of times our shareholders can vote to amend our amended and restatedmemorandum and articl

289、es of association to extend the amount of time we will have to complete an initial businesscombination and any such extension may be for any amount of time.As described herein,our sponsor,executiveofficers,directors and director nominees have agreed that they will not propose any such amendment unle

290、ss weprovide our public shareholders with the opportunity to redeem their public shares upon approval of any suchamendment at a per-share price,payable in cash,equal to the aggregate amount then on deposit in the trust account,including interest earned on the funds held in the trust account,divided

291、by the number of then outstanding publicshares,subject to the limitations described herein.Our initial shareholders will lose their entire investment in us ifour initial business combination is not completed within 18 months from the closing of this offering(or up to24 months if the completion windo

292、w is extended as described herein)unless we extend the amount of time we haveto consummate an initial business combination by obtaining shareholder approval to amend our amended andrestated memorandum and articles of association.While we do not currently intend to seek such shareholderapproval,we ma

293、y elect to do so in the future.There is no limit on the number of extensions that we may seek.If wedo not or are unable to extend the time period to consummate our initial business combination,our sponsorsinvestment in our founder shares and our private placement warrants will be worthless.If we do

294、not complete our initial business combination within the completion window and do not hold ashareholder meeting to seek shareholder approval to amend our amended and restated memorandum and articles ofassociation to extend the amount of time we will have to consummate an initial business combination

295、,we will(i)cease all operations except for the purpose of winding up,(ii)as promptly as reasonably possible but not morethan ten business days thereafter,redeem the public shares,at a per-share price,payable in cash,equal to theaggregate amount then on deposit in the trust account,including interest

296、 earned on the funds held in the trustaccount(less any permitted withdrawals and up to$100,000 of interest to pay dissolution expenses),divided by thenumber of then outstanding public shares,which redemption will completely extinguish public shareholders rightsas shareholders(including the right to

297、receive further liquidating distributions,if any),and(iii)as promptly asreasonably possible following such redemption,subject to the approval of our remaining shareholders and our boardof directors,liquidate and dissolve,subject,in each case,to our obligations under Cayman Islands law to provide for

298、claims of creditors and the requirements of other applicable law.Because we may make permitted withdrawals,including of up to 10%of the interest earned on the trust account to fund our working capital requirements,thepotential value of the trust account may be negatively impacted.There is no limitat

299、ion on our ability to raise fundsprivately or through loans in connection with our initial business combination.Nasdaq rules require that we must complete one or more business combinations having an aggregate fairmarket value of at least 80%of the value of the trust account(excluding the deferred un

300、derwriting commissions andany taxes payable on the interest earned on the trust account)at the time of our agreement to enter into our initialbusiness combination.If our securities are no longer listed on the Nasdaq,we will not be obligated to satisfy such80%test.Our board of directors will make the

301、 determination as to the fair market value of our initial businesscombination.If our board of directors is not able to independently determine the fair market value of the targetbusiness or businesses,we will obtain an opinion from an independent investment banking firm that is a member ofFINRA or f

302、rom an independent registered public accounting firm,with respect to the satisfaction of such criteria.Wedo not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initialbusiness combination,although there is no assurance that will be the case.Additional

303、ly,pursuant to the Nasdaqrules,any initial business combination must be approved by a majority of our independent directors.We anticipate structuring our initial business combination so that the post-transaction company in which ourpublic shareholders own shares will own or acquire 100%of the outsta

304、nding equity interests or assets of the targetbusiness or businesses.We may,however,structure our initial business combination such that the post-transactioncompany owns or acquires less than 100%of such interests or assets of the target business in order to meet certainobjectives of the target mana

305、gement team or shareholders or for other reasons,but we will only complete suchbusiness combination if the post-transaction company owns or acquires 50%or more of the outstanding votingsecurities of the target or otherwise acquires a controlling interest in the target business sufficient for it not

306、to berequired to register as an investment company under the Investment Company Act of 1940,as amended(the“Investment Company Act”).Even if the post-transaction company owns or acquires 50%or more of the votingsecurities of the target,our shareholders prior to our initial business combination may co

307、llectively own a minorityinterest in the post-transaction company,depending on valuations ascribed to the target and us in our initial businesscombination transaction.For example,we could pursue a transaction in which we issue a substantial number of new13TABLE OF CONTENTSshares in exchange for all

308、of the outstanding capital stock,shares or other equity interests of a target.In this case,wewould acquire a 100%controlling interest in the target.However,as a result of the issuance of a substantial numberof new shares,our shareholders immediately prior to our initial business combination could ow

309、n less than a majorityof our outstanding shares subsequent to our initial business combination.If less than 100%of the equity interests orassets of a target business or businesses are owned or acquired by the post-transaction company,the portion of suchbusiness or businesses that is owned or acquire

310、d is what will be taken into account for purposes of the Nasdaqs 80%of net assets test.If the initial business combination involves more than one target business,the 80%of net assetstest will be based on the aggregate value of all of the transactions and we will treat the target businesses together

311、asthe initial business combination for purposes of a tender offer or for seeking shareholder approval,as applicable.We do not believe we will need to raise additional funds following this offering in order to meet theexpenditures required for operating our business.However,if our estimates of the co

312、sts of identifying a targetbusiness,undertaking in-depth due diligence and negotiating an initial business combination are less than the actualamount necessary to do so,we may have insufficient funds available to operate our business prior to our initialbusiness combination.Moreover,we may need to o

313、btain additional financing either to complete our initial businesscombination or because we become obligated to redeem a significant number of our public shares upon completionof our initial business combination,in which case we may issue additional securities or incur debt in connection withsuch bu

314、siness combination.If we raise additional funds through equity or convertible debt issuances,our publicshareholders may suffer significant dilution,and these securities could have rights that rank senior to our publicshares.If we raise additional funds through the incurrence of indebtedness,such ind

315、ebtedness would have rights thatare senior to our equity securities and could contain covenants that restrict our operations.Further,as describedabove,due to the anti-dilution rights of our founder shares,our public shareholders may incur material dilution.Inaddition,we intend to target businesses w

316、ith enterprise values that are greater than we could acquire with the netproceeds of this offering and the sale of the private placement warrants,and,as a result,if the cash portion of thepurchase price exceeds the amount available from the trust account,net of amounts needed to satisfy redemptions

317、bypublic shareholders,we may be required to seek additional financing to complete such proposed initial businesscombination.We may also obtain financing prior to the closing of our initial business combination to fund ourworking capital needs and transaction costs in connection with our search for a

318、nd completion of our initial businesscombination.There is no limitation on our ability to raise funds through the issuance of equity or equity-linkedsecurities or through loans,advances or other indebtedness in connection with our initial business combination,including pursuant to any forward purcha

319、se agreements,backstop or similar agreements we may enter into followingthe consummation of this offering or otherwise.Subject to compliance with applicable securities laws,we wouldonly complete such financing simultaneously with the completion of our business combination.If we are unable tocomplete

320、 our initial business combination because we do not have sufficient funds available to us,we will be forcedto cease operations and liquidate the trust account.In addition,following our initial business combination,if cash onhand is insufficient,we may need to obtain additional financing in order to

321、meet our obligations.Prior to the date of this prospectus,we will file a registration statement on Form 8-A with the SEC tovoluntarily register our securities under Section 12 of the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As a result,we will be subject to the rules and regulat

322、ions promulgated under the Exchange Act.We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the ExchangeAct prior or subsequent to the consummation of our initial business combination.Corporate InformationOur website and the information contained on,o

323、r that can be accessed through,the website is not deemed to beincorporated by reference in,and is not considered part of,this prospectus.You should not rely on any suchinformation in making your decision whether to invest in our securities.We are a Cayman Islands exempted company.Exempted companies

324、are Cayman Islands companies conductingbusiness mainly outside the Cayman Islands and,as such,are exempted from complying with certain provisions ofthe Companies Act.As an exempted company,we have applied for and received a tax exemption undertaking fromthe Cayman Islands government that,in accordan

325、ce with Section 6 of the Tax Concessions Act(As Revised)of theCayman Islands,for a period of 30 years from the date of the undertaking,no law which is enacted in the CaymanIslands imposing any tax to be levied on profits,income,gains or appreciations will apply to us or our operationsand,in addition

326、,that no tax to be levied on profits,income,gains or appreciations or which is in the nature of estateduty or inheritance tax will be payable(i)on or in respect of our shares,debentures or other obligations or(ii)by14TABLE OF CONTENTSway of the withholding in whole or in part of a payment of dividen

327、d or other distribution of income or capital by usto our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation ofus.We are an“emerging growth company,”as defined in Section 2(a)of the Securities Act of 1933,as amended(the“Securities Act”),as modif

328、ied by the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As such,we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable toother public companies that are not“emerging growth companies”including,but not limited to,not being require

329、dto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),reduced disclosure obligations regarding executive compensation in our periodic reports andproxy statements,and exemptions from the requirements of holding a non-binding adv

330、isory vote on executivecompensation and shareholder approval of any golden parachute payments not previously approved.If someinvestors find our securities less attractive as a result,there may be a less active trading market for our securities andthe prices of our securities may be more volatile.In

331、addition,Section 107 of the JOBS Act also provides that an“emerging growth company”can take advantageof the extended transition period provided in Section 7(a)(2)(B)of the Securities Act for complying with new orrevised accounting standards.In other words,an“emerging growth company”can delay the ado

332、ption of certainaccounting standards until those standards would otherwise apply to private companies.We intend to take advantageof the benefits of this extended transition period.We will remain an emerging growth company until the earlier of:(1)the last day of the fiscal year(a)followingthe fifth a

333、nniversary of the completion of this offering,(b)in which we have total annual gross revenue of at least$1.235 billion,or(c)in which we are deemed to be a large accelerated filer,which means the aggregate worldwidemarket value of our Class A ordinary shares that is held by non-affiliates equals or exceeds$700.0 million as of theend of the prior June 30th;and(2)the date on which we have issued more