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1、2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm1/212S-1/A 1 ea0208079-09.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on May 5,2025.Registration

2、No.333-283689UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.3TOFORM S-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933_ChampionsGate Acquisition Corporation(Exact name of registrant as specified in its constitutional documents)_Not Applicable(Translation of R

3、egistrants name into English)Cayman Islands 6770 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)419 Webster StreetMonterey,CA93940(831)-204-7337(Address,includingzipcode,andtelephonen

4、umber,includingareacode,ofregistrantsprincipale_Bala PadmakumarChief Executive Officer and Chairman419 Webster StreetMonterey,CA93940(831)-204-7337(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Arila E.Zhou,Esq.Robinson&Cole LLPChrysler East

5、Building666 Third Avenue,20th FloorNewYork,NY10017Tel:(212)451-2908 Michael J.Blankenship,Esq.Winston&Strawn LLP800 Capitol Street,Suite 2400Houston,TX77002Tel:713-651-2600_Approximate date of commencement of proposed sale to the public:As soon as practicable after the effectivedate of this registra

6、tion statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule462(b)under theSe

7、curities Act,please check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and list t

8、he Securities Actregistration statement number of the earlier effective registrationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box and list the Securities Actregistration statement number of the e

9、arlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smaller reporting company or an emerging growth company.See the definitions of“largeaccelerated filer,”“accelerated fil

10、er,”“smaller reporting company”and“emerging growth company”inRule12b-2 of the ExchangeAct.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use th

11、e extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delayits effective date until the registra

12、nt shall file a further amendment which specifically states that thisregistration statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesActof1933 or until the registration statement shall become effective on such date as the Commission,acting pursuant to said Sec

13、tion8(a),may determine.2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm2/212Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may

14、 not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.Thisprospectus is not an offer to sell these securities and is not solicitingan offer to buy these securities in any state where the offer or sale isnot permitted.PRELIMINARY PRO

15、SPECTUS SUBJECTTOCOMPLETION,DATEDMAY 5,2025$65,000,000CHAMPIONSGATE ACQUISITION CORPORATION6,500,000UnitsChampionsGate Acquisition Corporation is a blank check company incorporated in theCayman Islands as an exempted company with limited liability for the purpose ofeffecting into a merger,share exch

16、ange,asset acquisition,share purchase,recapitalization,reorganization or similar business combination with one or morebusinesses or entities.Our efforts to identify a prospective target business willnot be limited to a particular industry or geographic region.This is an initial public offering of ou

17、r securities.Each unit that we are offeringhas a price of$10.00 and consists of one Class A ordinary share,par value of$0.0001 each,or“ClassA ordinary shares”,and one right to receive one-eighth ofone ClassA ordinary share.Each eight rights entitle the holder thereof to receiveone ClassA ordinary sh

18、are upon the consummation of our business combination.Wewill not issue fractional shares upon the conversion of the rights.As a result,youmust hold rights in multiples of eight in order to receive shares for all of yourrights upon the consummation of a business combination.We are an“emerging growth

19、company”under applicable federal securities laws andwill be subject to reduced public company reporting requirements.No offer orinvitation to subscribe for securities may be made to the public in the CaymanIslands.We have granted Clear Street LLC,or“Clear Street”,the representative of theunderwriter

20、s of this offering,a 45-day option to purchase up to an additional975,000units(over and above the 6,500,000units referred to above)solely to coverover-allotments,if any.We will provide the holders of our issued and outstanding ordinary shares that weresold in this offering,or the“public shares,”with

21、 the opportunity to redeem theirpublic shares upon the consummation of our initial business combination at a per-share price,payable in cash,equal to the aggregate amount then on deposit in atrust account,maintained in the U.S.by Continental Stock Transfer&Trust Company,as trustee(“Trust Account”),i

22、ncluding interest(net of taxes payable and up to$100,000 of interest released to us to pay dissolution expenses),divided by thenumber of then issued and outstanding public shares that were sold in this offering,no matter if they vote“for”,“against,”or abstain from voting on the businesscombination p

23、roposal.The redemption rights for the public shareholders are subjectto certain limitations,including that(i)under our second amended and restatedmemorandum and articles of association,a public shareholder,together with anyaffiliate of such shareholder or any other person with whom such shareholder

24、isacting in concert or as a“group”(as defined under Section 13 of the Exchange Act),will be restricted from redeeming its shares with respect to more than an aggregateof 15%of the shares sold in this offering;and(ii)as our second amended andrestated memorandum and articles of association provides th

25、at we may not consummatean initial business combination if we cannot maintain net tangible assets of$5,000,001 upon such business combination,we may redeem up to such number of publicshares that would permit us to maintain net tangible assets of$5,000,001.If ourbusiness combination requires us to us

26、e substantially all of our cash to pay thepurchase price,the redemption threshold may be further limited.For furtherinformation,see“Prospectus Summary Limitation on redemption rights ofshareholders holding 15%or more of the shares sold in this offering if we holdshareholder vote”on page 28 and“Risk

27、Factors The ability of a large number ofour shareholders to exercise redemption rights may not allow us to consummate themost desirable business combination or optimize our capital structure.”on page 63of this prospectus.However,if the business combination is not approved or consummated,the redeemin

28、gpublic shares will be returned to the respective holders,brokers or banks.Inaddition,holders of the units sold in this offering,or the“public units”(exceptwith regard to the public shares underlying the public units),and holders of therights sold in this offering,or the“public rights,”have not been

29、 provided withthe opportunity to redeem their public units or public rights in connection with theconsummation of our initial business combination.We have 18 months from the closing of this offering to consummate our initialbusiness combination(or up to 27 months from the closing of this offering if

30、 weextend the period of time to consummate a business combination,as described in moredetail in this prospectus).In addition,after the closing of this offering,we mayalso hold a shareholder meeting to seek shareholders approval for an amendment tothe then existing memorandum and articles of associat

31、ion,as amended,to modify theamount of time or substance we have to consummate an initial business combination(aswell as to modify the substance or timing of our obligation to redeem 100%of ourpublic shares if we have not consummated an initial business combination within thetime periods described he

32、rein or with respect to any other material provisionsrelating to shareholders rights or pre-initial business 2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm3/212Table of Contentsc

33、ombination activity),provided that we provide the holders of public shares theopportunity to redeem their public shares in connection with such amendment.If weare unable to complete our initial business combination within the time period asdescribed in this prospectus,unless we extend such period pu

34、rsuant to our secondamended and restated memorandum and articles of association,we will distribute theaggregate amount then on deposit in the Trust Account,including interest(net oftaxes payable and up to$100,000 of interest released to us to pay dissolutionexpenses),pro rata to our public sharehold

35、ers,by redeeming 100%of the publicshares at a per-share price,payable in cash,as described in this prospectus andthereafter cease all operations except for the purpose of winding up of our affairs,as further described herein.Prior to the offering,our insiders collectively own 2,170,161 Class B ordin

36、aryshares,par value of$0.0001 each,or“insider shares”(up to 283,064 shares ofwhich are subject to forfeiture depending on the extent to which the underwritersover-allotment option is exercised),including(i)2,010,161 insider shares owned byST Sponsor Investment LLC,or our“Sponsor HoldCo”,60,000 of wh

37、ich will betransferred to the independent directors of the Company immediately before theoffering,(ii)100,000 insider shares owned by our Chairman,CEO and Director,BalaPadmakumar,and(iii)60,000 insider shares owned by our CFO and Director,Evan M.Graj.Upon the consummation of this offering,our inside

38、rs will own approximately24.2%of our issued and outstanding ordinary shares(without given effect to the saleof the private units and representative shares,and assuming our insiders do notpurchase units in this offering).If we increase or decrease the size of thisoffering,we will effect a share capit

39、alization or a compulsory redemption orredemption or other appropriate mechanism,as applicable,with respect to our insidershares immediately prior to the consummation of this offering in such amount so as tomaintain the number of insider shares,on an as-converted basis,at approximately22.5%of our is

40、sued and outstanding ordinary shares upon the consummation of thisoffering(without given effect to the sale of the private units and representativeshares,and assuming our insiders do not purchase units in this offering).Forfurther information about the adjustment of insider shares,see“Description of

41、Securities Ordinary Shares”on page 139 of this prospectus.The insider shares are identical to the Class A ordinary shares of the Company,except that(i)they will automatically convert into our Class A ordinary shares atthe time of our initial business combination,(b)they are subject to certaintransfe

42、r restrictions;(c)prior to our initial business combination,only holders ofthe insider shares have the right to vote on the appointment or removal of a memberof the board of directors for any reason;(d)our Sponsor HoldCo and each member ofour management team have entered into a letter agreement with

43、 us to waiver theirredemption rights,rights to liquidating distributions from the Trust Accounts andother shareholder rights enjoyed by holders of the Class A ordinary shares.Forfurther information on the transfer restrictions,see“Principal Shareholders Restrictions on Transfers of Insider Shares an

44、d Private Units”on page 135 of theprospectus;for other information,see“Description of Securities Insider Shares”on page 142 of the prospectus.In addition to the insider shares,our Sponsor HoldCo has committed to purchase fromus an aggregate of 215,375units(or up to 230,000units if the underwriters o

45、ver-allotment option is exercised in full)or“private units,”at$10.00 per privateunit for a total purchase price of$2,153,750(or$2,300,000,if the underwritersover-allotment option is exercised in full or in part).The sale of the private unitswill take place on a private placement basis simultaneously

46、 with the consummation ofthis offering.These private units are identical to the public units,subject tolimited exceptions as further described herein.All of the proceeds we receive fromthe private placement will be placed in the Trust Account.Following this offering,our Sponsor HoldCo will own a tot

47、al of 1,667,097 insidershares and 215,375 private units,representing 21.6%of the issued and outstandingshares following this offering.In total,the Sponsor HoldCo will pay for anaggregate purchase price of$2,176,651.40 for an aggregate of 1,882,472 shares and215,375 rights(which will be converted to

48、26,921 shares upon the consummation of ourinitial business combination).However,other than the foregoing,our Sponsor HoldCo,sponsor or their affiliates have not received and will not receive any other form ofcompensation.Our Sponsor HoldCo,a Cayman Islands limited liability company,has one member,ST

49、Sponsor Limited,or“sponsor”.The sponsor is controlled by Mr.Sunny Tan Kah Wei,who is the sole director and shareholder of the sponsor.Mr.Tan,a Malaysian citizenand resident,also exercises management and control over the Sponsor HoldCo as itsmanager.As of December 31,2024,our sponsor had loaned to us

50、 an aggregate of$331,927 to beused to pay formation and a portion of the expenses of this offering,respectively.The loan is payable without interest on the date on which we consummate our initialpublic offering.If we determine not to proceed with the offering,such amounts wouldnot be repaid.Addition

51、ally,in order to meet our working capital needs following theconsummation of this offering until completion of an initial business combination,our insiders,officers and directors or their affiliates or designees may,2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.h

52、tmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm4/212Table of Contentsbut are not obligated to,loan us funds,from time to time or at any time,inwhatever amount they deem reasonable in their sole discretion.The notes would eitherbe paid upon consummation of our ini

53、tial business combination,without interest,or,at the lenders discretion,up to$1,500,000 of the notes,or the“working capitalnotes,”may be converted upon consummation of our business combination into workingcapital units at a price of$10.00 per unit,or the“working capital units.”Inaddition,our insider

54、s,officers and directors or their affiliates or designees mayloan us funds in support of our potential extension to allow additional time for usto complete an initial business combination which will be evidenced in extensionconvertible notes,or the“extension notes,”to be repaid in cash or$10.00 peru

55、nit,or the“extension units,”at the closing of our initial business combination.If we do not complete our initial business combination,the loans would be repaid outof funds not held in the Trust Account,and only to the extent available.However,other than the foregoing,our Sponsor HoldCo,sponsor or an

56、y of theiraffiliates have not received and will not receive any other form of compensation.Forfurther information about compensation received or to be received by our sponsor,itsaffiliates or promoters,the amount of securities issued or to be issued to ourinsiders,see“Proposed Business Our Sponsor H

57、oldCo and Sponsor”on page 97 ofthe prospectus.With regard to our directors and officers,other than the insider shares owned by ourChairman,CEO and Director,Mr.Bala Padmakumar,our CFO and Director,Mr.Evan M.Graj,and the expected transfer of 20,000 insider shares to each of our independentdirectors im

58、mediately prior to the offering,we have entered into(i)an offer letterwith Mr.Snyder on May 21,2024,which provides that,in connection with his serviceas the CEO and Chairman of the Company,Mr.Padmakumar shall receive cashcompensation of$7,500 from the date of the offer letter until the IPO isconsumm

59、ated,and(y)$10,000 from the date the IPO is consummated until the end ofthe term of the offer letter;and(ii)an offer letter with Mr.Graj on May 21,2024,which provides that,in connection with his service as the CFO of the Company,Mr.Graj shall receive cash compensation of$5,000 from the date of the o

60、ffer letteruntil the IPO is consummated,and(y)$6,000 from the date the IPO is consummateduntil the end of the term of the offer letter.Prior to the offering,we paid themonthly cash compensations through a certain loan provided by the sponsor to us to beused for a portion of the expenses of this offe

61、ring,evidenced by a certainpromissory note issued to the sponsor on April 18,2024;after the offering,weintend to continue paying them through the net proceeds of this offering that willnot be held in the Trust Account.For further information about the source of thecompensation,see“Use of Proceeds”on

62、 page 78 of this prospectus.Other than theforegoing and the ownership of insider shares by Mr.Padmakumar,Mr.Graj and theindependent directors,our directors and officers have not received or will receiveany other form of compensation upon the closing of the offering.See“Management Executive Officer a

63、nd Director Compensation”on page 125 of the prospectus.Because of the nominal consideration of$22,901.40 the Sponsor HoldCo paid for theinsider shares(the initial purchase price of$25,001 for the issuance of the2,170,161 insider shares less the consideration price of$2,550.72 be received fromdirecto

64、rs and officers in exchange for the transfer of certain insider shares),uponthe closing of this offering,your public shares will be significantly diluted.Toillustrate,the table below shows material probable transactions or sources ofdilution and the extent of such dilution that non-redeeming public

65、shareholders couldexperience in connection with the closing of this offering.The table below assumes:Scenario A)25%of maximum redemption of our public shares are redeemed,Scenario B)50%of maximum redemption of our public shares are redeemed,Scenario C)75%ofmaximum redemption of our public shares are

66、 redeemed,and Scenario D)maximumredemptions that would permit us to maintain net tangible assets of$5,000,001 areredeemed.Without Over-Allotment Option Exercised Scenario A25%ofmaximumredemptions(1)ScenarioB50%ofmaximumredemptions(2)Scenario C75%ofmaximumredemptions(3)Scenario Dmaximumredemptions(4)

67、Offering price of$8.89included in the units(adjusted to exclude thevalue of the rights)$8.89$8.89$8.89$8.89Pro forma net tangible bookvalue per share,as adjusted 6.12 5.24 3.86 1.37Dilution to public shareholders$2.77$3.65$5.03$7.52_(1)The numbers set forth in this column assume that 1,471,816 publi

68、c shares,or 25%,of the5,887,263 public shares are redeemed.(2)The numbers set forth in this column assume that 2,943,632 public shares,or 50%,of the5,887,263 public shares are redeemed.(3)The numbers set forth in this column assume that 4,415,447 public shares,or 75%,of the5,887,263 public shares ar

69、eredeemed.2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm5/212Table of Contents(4)The numbers set forth in this column assume that 5,887,263 public shares,or maximumredemptions th

70、at would permit us to maintain net tangible assets of$5,000,001 are redeemed.With Over-Allotment Option Exercised Scenario A25%ofmaximumredemptions(5)Scenario B50%ofmaximumredemptions(6)Scenario C75%ofmaximumredemptions(7)Scenario Dmaximumredemptions(8)Offering price of$8.89included in the units(adj

71、usted to exclude thevalue of the rights)$8.89$8.89$8.89$8.89Pro forma net tangible bookvalue per share,as adjusted 6.13 5.24 3.82 1.22Dilution to public shareholders$2.76$3.65$5.07$7.67(5)The numbers set forth in this column assume that 1,713,024 public shares,or 25%,of the6,852,095 public shares ar

72、e redeemed.(6)The numbers set forth in this column assume that 3,426,048 public shares,or 50%,of the6,852,095 public shares are redeemed.(7)The numbers set forth in this column assume that 5,139,071 public shares,or 75%,of the6,852,095 public shares are redeemed.(8)The numbers set forth in this colu

73、mn assume that 6,852,095 public shares,or maximumredemptions that would permit us to maintain net tangible assets of$5,000,001 are redeemed.For further information on the dilutive effect of the insider shares and privateunits on the value of public shares,see“Dilution”and“Risk Factor Thenominal purc

74、hase price paid by our Sponsor HoldCo for the insider shares may resultin significant dilution to the implied value of your public shares prior to or uponthe consummation of our initial business combination”on pages 83 and 53 of thisprospectus.Mr.Tan,as the manager of the Sponsor HoldCo and sole dir

75、ector and shareholder ofour sponsor,is deemed to have sole voting and investment discretion with respect toour shares held by our Sponsor HoldCo.As a result,we may be considered a“foreignperson”under rules promulgated by the Committee on Foreign Investment in theUnited States(CFIUS),and may not be a

76、ble to complete an initial businesscombination with a U.S.target company since such initial business combination maybe subject to U.S.foreign investment regulations and review by a U.S.governmententity such as CFIUS),or ultimately prohibited.As a result,the pool of potentialtargets with which we cou

77、ld complete an initial business combination may be limited.For further information,see“RiskFactorWe may not be able to complete aninitial business combination with a U.S.target company if such initial businesscombination is subject to U.S.foreign investment regulations and review by aU.S.government

78、entity such as the Committee on Foreign Investment in theUnitedStates(CFIUS),or ultimately prohibited.”on page 75 of this prospectus.Upon the effectiveness of this prospectus,our management including our officers anddirectors are all located in the UnitedStates.Our sponsor and its sole member areloc

79、ated in Malaysia.There is uncertainty,however,as to whether after the closingof this offering,we will appoint new management member located outside theUnitedStates,or in connection with and following the consummation of our initialbusiness combination,all officers and directors of the post-combinati

80、on entity willbe located in the Unites States.If we or post-combination entity has managementmembers outside the UnitedStates either before or after the business combination,it may be difficult,or in some cases not possible,for investors in theUnitedStates to enforce their legal rights,to effect ser

81、vice of process upon them,our Sponsor HoldCo or our sponsor,to enforce judgments of United States courtspredicated upon civil liabilities and criminal penalties on them under UnitedStatessecurities laws.For further information,see“Risk Factors Upon theeffectiveness of this prospectus,all of our exec

82、utive officers and directors will belocated inside the United States.However,our sponsor and its sole shareholder arelocated in Malaysia.There is also uncertainty as to whether after this offering,wewill appoint new management member located outside the United States,or themanagement of post-combina

83、tion entity will have members located outside theUnitedStates;therefore,investors may not be able to enforce federal securitieslaws or their other legal rights upon our Sponsor HoldCo,our sponsor or Mr.Tan,orthose future officers and directors located outside the United States appointedafter this of

84、fering or in connection with the business combination.”on page 72 ofthis prospectus.Each of our insiders,including our Sponsor HoldCo,our sponsor,any affiliate of ourSponsor HoldCo or sponsor,our directors or officers,may have interests that may bedifferent from,in addition to or in conflict with yo

85、urs.Since our Sponsor HoldCo,sponsor,officers and directors and any other holder of our founder shares,includingany non-managing HoldCo investors,will lose their entire investment in us if ourinitial business combination is not 2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea

86、0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm6/212Table of Contentscompleted(other than with respect to any public shares they may acquire during orafter this offering),and because our Sponsor HoldCo,our sponsor,officers anddirectors and any other h

87、older of our founder shares,including any non-managingHoldCo investors,directly or indirectly may profit substantially from a businesscombination as a result of their ownership of insider shares even under circumstanceswhere our public shareholders would experience losses in connection with theirinv

88、estment,a conflict of interest may arise in determining whether a particularbusiness combination target is appropriate for our initial business combination,including in connection with the shareholder vote in respect thereto.In addition,ifany of our insiders become aware of a business combination op

89、portunity that fallswithin the line of business of any entity to which he or she has pre-existingfiduciary or contractual obligations,he or she may be required to present suchbusiness combination opportunity to such entity,subject to his or her fiduciaryduties under the Cayman Islands law,prior to p

90、resenting such business combinationopportunity to us.For further discussions on potential conflicts of interestsbetween our insiders and the Company or the public shareholders,see“ProposedBusiness Our Sponsor HoldCo and Sponsor”and“Management Conflicts ofInterest”on pages 97 and 128 of the prospectu

91、s.Prior to this offering,there has been no public market for our units,ordinaryshares,or rights.We have applied to have our units listed on the NASDAQ GlobalMarket,or NASDAQ,under the symbol“CHPGU”on or promptly after the date of thisprospectus.The ClassA ordinary shares and rights comprising the un

92、its will beginseparate trading on the 52nd day after the closing of this offering unless ClearStreet informs us of its decision to allow earlier separate trading,subject to oursatisfaction of certain conditions.Once the securities comprising the units beginseparate trading,the ClassA ordinary shares

93、 and rights will be traded on NASDAQunder the symbols“CHPG”and“CHPGR,”respectively.We cannot assure you that oursecurities will continue to be listed on Nasdaq after this offering.We are an“emerging growth company”under applicable federal securitieslaws and will be subject to reduced public company

94、reporting requirements.Investing in our securities involves a high degree of risk.See“RiskFactors”beginning on page 37 for a discussion of informationthat should be considered in connection with an investment in oursecurities.Investors will not be entitled to protections normally affordedto investor

95、s in Rule419 blank check offerings.Neither the U.S.Securities and Exchange Commission(the“SEC”)nor anystate securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense.No offer o

96、r invitation to subscribe for units may be made to the public inthe Cayman Islands.Price toPublic UnderwritingDiscountsandCommissions(1)Proceeds,beforeExpenses,tousPer Unit$10.00$0.30$9.70Total$65,000,000$1,950,000$63,050,000_(1)Includes$0.20 per unit sold,or$1,300,000(or$1,495,000 if the underwrite

97、rsover-allotment option is exercised in full)in the aggregate,payable to theunderwriters for deferred underwriting commissions that will be placed in theTrust Account located in the UnitedStates as described herein.The deferredcommissions will be released to the underwriters only on completion of an

98、 initialbusiness combination,in an amount equal to$0.20 multiplied by the number ofpublic shares sold as part of the units in this offering,subject to adjustmentas described in this prospectus.If no business combination is consummated,suchdeferred commissions will be forfeited by the underwriters.Th

99、e underwriters willnot be entitled to any interest accrued on the deferred commissions.The tabledoes not include certain other fees and expenses payable(or securities issuable)to the underwriters in connection with this offering.In addition,we have agreedto issue to the representative of the underwr

100、iters or its designee an aggregateof 97,500 ClassA ordinary shares(or 112,125 ClassA ordinary shares if theunderwriters over-allotment option is exercised in full),which we refer toherein as the“representative shares”,as part of representative compensation,which will be issued upon the consummation

101、of this offering.See also“Underwriting”on page 166 of this prospectus for a description of compensationand other items of value payable to the underwriters.2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/00012139002

102、5039846/ea0208079-09.htm7/212Table of ContentsUpon consummation of the offering,$10.05 per unit sold to the public in thisoffering(whether or not the over-allotment option has been exercised in full orpart)will be deposited into the Trust Account maintained by Continental StockTransfer&Trust Company

103、,acting as trustee.Such amount approximately includes$1,300,000,or$1,495,000 if the underwriters over-allotment option is exercised infull,payable to the underwriters as deferred underwriting discounts and commissions.Except as described in this prospectus,these funds will not be released to us unti

104、lthe earlier of the completion of our initial business combination and our liquidationupon our failure to consummate a business combination within the required timeperiod.The underwriters are offering the units for sale on a firm-commitment basis.Deliveryof the units will be made on or about _,2025.

105、Sole Book-Running ManagerClear StreetThe date of this prospectus is _,2025 2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm8/212Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SU

106、MMARY 1SUMMARY FINANCIAL DATA 36RISK FACTORS 37CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 77USE OF PROCEEDS 78DIVIDEND POLICY 82DILUTION 83CAPITALIZATION 88MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOFOPERATIONS 89PROPOSED BUSINESS 95MANAGEMENT 117PRINCIPAL SHARE

107、HOLDERS 133CERTAIN TRANSACTIONS 136DESCRIPTION OF SECURITIES 139SECURITIES ELIGIBLE FOR FUTURE SALE 153TAXATION 155UNDERWRITING 166LEGAL MATTERS 174EXPERTS 174ENFORCEABILITY OF CIVIL LIABILITY 174WHERE YOU CAN FIND ADDITIONAL INFORMATION 175INDEX TO FINANCIAL STATEMENTS F-1i2025/5/11 23:06sec.gov/Ar

108、chives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm9/212Table of ContentsPROSPECTUS SUMMARYThis summary highlights certain information appearing elsewhere in this prospectus.For a more complete understanding

109、of this offering,you should read the entireprospectus carefully,including the risk factors and the financial statements.Unless otherwise stated in this prospectus,references to:“we,”“us”or“our company”refers to ChampionsGate AcquisitionCorporation,a Cayman Islands exempted company;“second amended an

110、d restated memorandum and articles of association”areto our second memorandum and articles of association to be adoptedimmediately prior to or upon effectiveness of this prospectus;“ClassA ordinary shares”refers to our ClassA ordinary shares,parvalue of$0.0001 each;“ClassB ordinary shares”refers to

111、our ClassB ordinary shares,parvalue of$0.0001 each;“Companies Act”refers to the Companies Act(Revised)of the CaymanIslands as the same may be amended and supplemented from time to time;“equity-linked securities”are to any securities of our company whichare convertible into or exchangeable or exercis

112、able for,ordinary sharesof our company,including but not limited to a private placement of equityor debt;“insider shares”refers to the 2,170,161 ClassB ordinary shares heldby our insiders prior to this offering(including up to an aggregate of283,064 ClassB ordinary shares subject to forfeiture to th

113、e extent thatthe underwriters over-allotment option is not exercised in full or inpart);“insiders”refers to the holders of insider shares prior to theoffering,including our directors,officers,the Sponsor HoldCo,sponsor,and the sponsor director;“letter agreements”refer to the agreements to be execute

114、d among us,ourofficers,directors and other insiders on the date that the registrationstatement is declared effective;“management”or our“management team”are to our officers anddirectors;“ordinary shares”are to our Class A ordinary shares and Class Bordinary shares,collectively;“private units”refer to

115、 the units issued in a private placementsimultaneously with the closing of this offering;“private rights”refer to the rights underlying the private units;“private shares”refer to the ClassA ordinary shares,underlying theprivate units;“public rights”refer to the rights underlying the public units;“pu

116、blic shares”refer to ClassA ordinary shares which are being soldas part of the units in this offering(whether they are purchased in thisoffering or thereafter in the open market);“public shareholders”means the holders of the ClassA ordinary shareswhich are being sold as part of the units in this pub

117、lic offering,or“public shares,”whether they are purchased in the public offering or inthe aftermarket,including any of our insiders,sponsor,sponsor director,non-managing HoldCo investors,directors or officers to the extent thatthey purchase such public shares(except that our insiders will not havere

118、demption or tender rights with respect to any public shares they own).“public units”are to units sold in this offering,each consisting ofone public share and one right to receive one-eighth of one Class Aordinary share;“representative shares”refer to 97,500 Class A ordinary shares(or upto 112,125 Cl

119、ass A ordinary shares to the extent that the underwritersover-allotment option is exercised in full or in part)to be issued toClear Street,and/or its designees,at the closing of this offering;“sponsor”refers to ST Sponsor Limited,a Cayman Islands exempt company;12025/5/11 23:06sec.gov/Archives/edgar

120、/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm10/212Table of Contents“sponsor director”refers to Mr.Sunny Kah Wei Tan,current soledirector and shareholder of the sponsor;“Sponsor HoldCo”refers to ST Sponsor Investme

121、nt LLC,a Cayman Islandslimited liability company;“Trust Account”are to a trust account maintained by Continental StockTransfer&Trust Company,as trustee,in the U.S.for the benefits of thepublic shareholders;“US Dollars”and“$”refer to the legal currency of the UnitedStates;“working capital units”are t

122、o units issuable upon conversion of workingcapital loans,if any,at$10.00perunit,upon the consummation of theinitial business combination.Except as specifically provided otherwise,the information in this prospectusassumes that the underwriters will not exercise their over-allotment option.All referen

123、ces in this prospectus to our insider shares being forfeited shall takeeffect as surrenders for no consideration of such shares as a matter of the CaymanIslands law.You should rely only on the information contained in this prospectus.We have notauthorized anyone to provide you with different informa

124、tion.We are not making anoffer of these securities in any jurisdiction where the offer is not permitted.GeneralWe are a blank check company incorporated in the Cayman Islands on March27,2024as an exempted company with limited liability(meaning that our public shareholdershave no liability,as shareho

125、lders of our company,for the liabilities of ourcompany over and above the amount paid for their shares).We were formed for thepurpose of effecting a merger,share exchange,asset acquisition,share purchase,recapitalization,reorganization or similar business combination with one or morebusinesses or en

126、tities,which we refer to as a“target business.”Our efforts toidentify a prospective target business will not be limited to a particular industryor geographic location.We do not have any specific business combination underconsideration and we have not(nor has anyone on our behalf),directly orindirect

127、ly,contacted any prospective target business or had any substantivediscussions,formal or otherwise,with respect to such a transaction.Additionally,we have not engaged or retained any agent or other representative to identify orlocate any suitable acquisition candidate,to conduct any research or take

128、 anymeasures,directly or indirectly,to locate or contact a target business.Our Insiders and ManagementOne of our insiders is our sponsor,ST Sponsor Limited,a Cayman Islands exemptedcompany which is solely owned and controlled by Mr.Sunny Tan Kah Wei.The other insiders are officers and directors of t

129、he Company.We believe that withtheir experience and skillsets in sourcing,investing,and value-enhancement,weare well positioned in pursuing opportunities that will offer risk-adjustedreturns.Our officers,directors and director nominees are as follows:Bala Padmakumar,Chief Executive Officer,Chairman

130、and Director,is abroad based entrepreneur and technologist with a strong background in strategicpartnerships,product and business development,technology and operations,privateequity,and venture capital environments.Mr.Padmakumar has broad experienceleading special purpose acquisition companies(SPACs

131、),including serving asChairman and board member of Four Leaf Acquisition Corporation(Nasdaq:FORL),aSPAC in search of target business,since July2022,and serving as CEO,Chairmanand board member of Monterey Capital Acquisition Corporation(Nasdaq:MCAC),fromSeptember 2021 until the closing of its busines

132、s combination with ConnectMTechnology Solutions,Inc.(“ConnectM”),a clean energy solution provider,in July2024.Since July 2024,he has served as Vice Chairman,Corporate Development forConnectM(Nasdaq:CNTM).In addition,since August2020,Mr.Padmakumar has been apartner at Advantary LLC,where he specializ

133、es in business development and adviseson strategic matters.From July 2016 to December 2021,Mr.Padmakumar alsoadvised on deal flow and provided operational support to portfolio companies for afund set up to support SK Telecom Co.,Ltd.s22025/5/11 23:06sec.gov/Archives/edgar/data/2024460/00012139002503

134、9846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm11/212Table of Contentsstrategic interests.From 2011 to October 2020,Mr.Padmakumar was the ChiefExecutive Officer at Amperics,Inc.,a developer and vendor of high energy densityultracap hybrid stora

135、ge systems.Mr.Padmakumar also has extensive experience inthe clean energy sectors,having been an advisor to Lionrock Batteries Ltd.,whichcreates flexible batteries and high performance separator technology since 2019,anadvisor to the board and CEO of Hyperscale Data Center Company,a company focusedo

136、n energy usage efficiency in hyperscale data centers from 2018 to 2020,and anadvisor to the chairman of Advanced Systems Automation Limited in Singapore,wherehe advised on issues surrounding urban transportation,High Energy Density Li Ionbattery(NMC technology)and 3D printing technology from 2017 to

137、 2019.Mr.Padmakumar also has broad experience advising on capital raising and corporatestrategy,serving as a mentor to OneValley Inc.,a global entrepreneurship platformfor individuals,startups,and corporations seeking innovation and acceleratedgrowth,and as an advisor to several early stage companie

138、s from audio technologiesto SaaS products.Mr.Padmakumar holds a Bachelors Degree in Technology from theUniversity of Madras in Chemical Engineering and a Master of Science Degree inChemical Engineering from Stanford University.We believe that Mr.Padmakumars experience leading SPACs and background in

139、financial investment makes him well suited to serve as a member of our board ofdirectors.Evan M.Graj,Chief Financial Officer and Director,is an experiencedentrepreneur,investor and operator in the technology and digital retail spaces.Currently,Mr.Graj serves as CEO of Fusion AI Inc.,a U.S.startup co

140、mpany hefounded in September2023 to deliver AI-powered marketing solutions.He has alsobeen a director of Aifeex Nexus Acquisition Corporation,a Cayman Islands SPAC(Nasdaq:AIFE),since December 2024.Before founding Fusion AI,Mr.Graj hasaccumulated for more than a decade of experience in the e-commerce

141、 space.FromJuly2022 to August2023,he served as Chief Strategy Officer of DFI Retail Group(LSE:DFIB),a major Southeast and East Asia retailer;from January 2020 toApril2022,he served as Executive Vice President of NTUC Enterprise Co-operativeLimited,the holding company for a group of social enterprise

142、s supported by theNational Trade Union Congress(NTUC),one of Singapores largest trade unions;fromSeptember2018 to November2019,he served as Australia country manager for AmazonPrime,the paid membership program for the global e-commerce giant,Amazon(Nasdaq:AMZN);from February 2017 to May 2018,he serv

143、ed as Executive VicePresident and Regional Head of Express,Lazada Group,one of Southeast Asiaslargest e-commerce websites;from July2016 to February2017,Mr.Graj served asGeneral Manager,UberEATs Singapore,the food delivery service arm of Uber(NYSE:UBER).In addition to his extensive experience in reta

144、il and e-commerce,Mr.Graj has extensive experience as an entrepreneur,investor and startup founder.Before founding Fusion AI,he founded and served as the CEO of Apricot Delivery,aThailand e-commerce delivery service,in 2021 to 2022,and founded and served asthe CEO of Dine In,a London-based restauran

145、t delivery start-up,between 2010 and2015.Earlier in his career,after founding and managing several internetbusinesses in the late 1990s,Mr.Graj spent for almost a decade in the financialindustry,leading several algorithm trading practices at several London-basedinvestment banks and asset managers,in

146、cluding Bear Stearns,Newedge Group andKnight Capital.Mr.Graj holds a Bachelors Degree in Chemistry from theMassachusetts Institute of Technology and a Masters Degree in Chemical Physicsfrom Columbia University.We believe that Mr.Grajs experience as an experienced entrepreneur,investor andoperator in

147、 technology companies makes him well suited to serve as a member of ourboard of directors.William W.Snyder,Director Nominee who will become our director upon theeffectiveness of this prospectus,has extensive experience in corporate finance,financial advisory and business consulting.Since February202

148、0,Mr.Snyder hasserved as Managing Partner of Daedalus Analytics International,a provider ofbusiness intelligence and strategy advisory services.In addition,since June 2024,Mr.Snyder has also served as the Chairman,CEO and director of Aifeex NexusAcquisition Corporation,a Cayman Islands SPAC(Nasdaq:A

149、IFE).Before that,betweenFebruary 2015 and February 2020,Mr.Snyder served as Managing Director,Transaction Advisory Services(TAS),at Ernst&Young(EY).As a senior leader ofEYs TAS practices,Mr.Snyder led diverse,cross-functional teams on a variety ofcomplex financial advisory engagements and served as

150、relationship leaders for majordefense,technology,and government clients in the U.S.East Coast.Prior tojoining EY,Mr.Snyder served as Managing Director,Valuation Advisory Services,atAlvarez&Marshall,from August2013 to October2014,where he was responsiblefor setting up and growing the Washington,D.C.b

151、ased financial valuation practicefor the management consulting firm.Earlier in his career,Mr.Snyder served as aManaging Director at Duff&Phelps Shanghai office,serving as the country leaderfor the global investment management and advisory firms China practice forfiveyears between 2008 to 2013.In thi

152、s role,Mr.Snyder oversaw the firmsChina practices from Beijing,Shanghai and HongKong,and led a variety of advisory32025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm12/212Table of Co

153、ntentsengagements for China-related cross-border M&A,joint venture,and cross-bordertechnology acquisition&licensing matters.Mr.Snyder holds a Bachelors Degreein Electrical Engineering and Biomedical Engineering from the University ofSouthern California,a Masters Degree in Science,Technology&Internat

154、ionalAffairs from George Washington University,and a Masters Degree in Economics fromGeorgetown University.Mr.Snyder is a member of the National Association ofCorporate Directors(NACD).We believe that Mr.Snyders long track record in financial advisory and corporatefinance makes him well suited to se

155、rve as a member of our board of directors.David Mao,Director Nominee who will become our director upon the effectivenessof this prospectus,has more than two decades in financial consulting and financialvaluation.He has diverse experience serving a wide range of industries includingindustrial manufac

156、turing,consumer products,healthcare/life sciences,andtechnology,media&entertainment.Mr.Mao has been a Managing Director atIronside Advisory,a M&A advisory firm in California,since January2023.Beforejoining Ironside,Mr.Mao served as a Director at RSM US LLP,from September2020to December 2022,serving

157、as a senior member and co-leader of the accountingfirms Los Angeles valuation practices.Between November2013 to January2020,Mr.Mao served as a Senior Manager in the Economics&Valuation Services(EVS)practices at KPMG LLP.Prior to joining RSM,Mr.Mao worked for 8 years atDeloitte Financial Advisory Ser

158、vices LLP from 2005 to 2013.Mr.Mao began hiscareer in 2001,working in valuation and advisory positions at various boutiqueaccounting,valuation and advisory firms before joining Deloitte.Mr.Mao holds aBachelors Degree in Business Administration from University of California,Riverside.He is a Chartere

159、d Financial Analyst(CFA)charter holder and anAccredited Senior Appraiser(ASA)designation holder.We believe that Mr.Maos background in advising corporate transactions andevaluating transactional targets makes him well suited to serve as a member of ourboard of directors.Robert H.Grigsby,Director Nomi

160、nee who will become our director upon theeffectiveness of this prospectus,has broad experience in private equity andinvestment,with a particular focus on real estate investment.His decades-longreal estate investment and management background includes corporate relocation,lease restructuring,tax ince

161、ntive negotiation,real estate finance,and investmentsales.Since October2016,Mr.Grigsby has served as the Managing Partner of BSWCapital Group,LLC,a boutique private equity firm he founded to focus on realestate and operating business investment.Previously,from December 2013 toOctober2016,he served a

162、s Managing Director of Mandalay-FCRE Management CompanyLLC,an independent real estate investment firm with offices in U.S.and Asia,anda$335million portfolio of value add and core plus office properties around theSoutheast U.S.During the same period,Mr.Grigsby also served as ManagingDirector of Fairl

163、ead Commercial Real Estate,LLC,a multi-disciplined platformproviding risk adjusted returns in real estate related investment opportunities.Inaddition to his business activities,Mr.Grigsby is active in several communityorganizations in Georgia.Since February2022,he has served as a member of theGeorgi

164、a Student Finance Commission Board of Commissioners,the state entity thatoversees$1 billion funding in scholarships,grants and loans for the GeorgiaUniversity System,a position appointed by the Governor of Georgia.Mr.Grigsbyholds a Bachelors Degree from Anderson University,South Carolina.We believe

165、that Mr.Grigsbys track record in investment and private equity makeshim well suited to serve as a member of our board of directors.Among our management,Mr.Padmakumar,our Chairman,CEO and director,has priorexperiences in two SPACs,including currently as Chairman and director of Four LeafAcquisition C

166、orporation(Nasdaq:FORL),a SPAC in search of target business,sinceJuly 2022,and as CEO,Chairman and board member of Monterey Capital AcquisitionCorporation(Nasdaq:MCAC)(“MCAC”),from September 2021 until the closing of itsbusiness combination with ConnectM Technology Solutions,Inc.(“ConnectM”),aclean

167、energy solution provider,in July 2024.In connection with the ConnectMbusiness combination,3,665,639 shares of 7,142,247 shares of Class A common stock(or about 51%)held by public stockholders of MCAC were redeemed.As of,2025,the trading price for the common stock of ConnectM is$.In additionto Mr.Pad

168、makumars experience,Mr.Graj,our CFO and director,is an independentdirector for Aifeex Nexus Acquisition Corporation,a SPAC seeking Nasdaq listing,and Mr.Snyder,our independent director nominee,has served as the Chairman,CEOand director of the same SPAC since June 2024.Other than the foregoing,none o

169、four management has been or is currently involved in any other SPACs.42025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm13/212Table of ContentsNotwithstanding the foregoing,our offic

170、ers and directors are not required tocommit their full time to our affairs and will allocate their time to otherbusinesses,and the collective experience of our officers and directors with blankcheck companies like ours is not significant.We presently expect each of ouremployees to devote such amount

171、 of time as they reasonably believe is necessary toour business(which could range from only a fewhours a week while we are trying tolocate a potential target business to a majority of their time as we move intoserious negotiations with a target business for a business combination).The pastsuccesses

172、of our executive officers and directors do not guarantee that we willsuccessfully consummate an initial business combination.In addition,the membersof the management team may not remain with us subsequent to the consummation of abusiness combination.Our Sponsor HoldCo and SponsorOur sponsor,ST Spons

173、or Limited,is a Cayman Islands exempted company formed as thesponsor of this offering and as an investment vehicle holding the managingmembership interests of St Sponsor Investment LLC(the“Sponsor HoldCo”),a CaymanIslands limited liability company formed to hold the insider shares and privateunits o

174、f the Company.Mr.Sunny Tan Kah Wei,a Malaysian citizen and resident(the“sponsor director”),serves as the sponsors sole director and shareholder with100%of the issued and outstanding shares of the sponsor.In addition,to exercisecontrol and management over the Sponsor HoldCo,Mr.Tan serves as the manag

175、er ofthe Sponsor HoldCo.Mr.Tan is an experienced Malaysian investor and corporate executive with more thana decade of experience in a variety of industries.Currently,Mr.Tan serves asdirector of Bellesome Capital Pte.Ltd.,a Singapore based investment firm.He isalso a director of MFSS Sdn.Bhd.,an info

176、rmation technology company in Malaysia.He is also the sole director of ST Sponsor II Limited,a Cayman Islands holdingcompany that serves as the sponsor of Charlton Aria Acquisition Corporation(Nasdaq:CHAR),a Cayman Islands incorporated SPAC in search of a target forbusiness combination.Most recently

177、,from 2018 to 2023,Mr.Tan served as thegeneral manager of Mega Fortris Global Pte.Ltd.,the Singapore subsidiary of MegaFortris Bhd.,a Malaysian security seal and cargo securing solutions manufacturer.Before that,he served as the Chief Executive Officer of ASA Multiplate,asubsidiary of Malaysia-based

178、 ASTI Holdings Limited,a semiconductor manufacturingsolutions provider.Other than this Company and CHAR,neither Mr.Tan nor thesponsor has previously organized any SPAC or is currently involved in any otherSPAC at this time.On April 18,2024,we issued 2,156,250 Class B ordinary shares,par value of$0.0

179、001 each,to our sponsor for a purchase price of$25,000,or approximately$0.012 per share.On June 27,2024,we issued 4,521,169 Class B ordinary shares,atpar value,to the sponsor,for$452.12.In total,an aggregate 6,677,419 Class Bordinary shares were issued to the sponsor,at a per-share price of approxim

180、ately$0.004 per share.On May 15,2024,our sponsor entered into a securities transferagreement,pursuant to which our sponsor transferred 100,000 insider shares and60,000 insider shares to Bala Padmakumar and Evan M.Graj,respectively(the“Transfers”).The Transfers were recorded in the Companys register

181、of members onJune 27,2024.On February 25,2025,the sponsor agreed to transfer all the insidershares it held to the Sponsor HoldCo as capital contribution,in exchange for theissuance of 100 membership interests to the sponsor and for the admission of thesponsor as the sole member of the Sponsor HoldCo

182、.In addition,Mr.Tan wasappointed as the manager of the Sponsor HoldCo.On April 30,2025,the sponsoragreed to surrender 4,507,258 insider shares it held,as a result of which theSponsor HoldCo owns 2,010,161 insider shares.Immediately prior to the closing ofthis offering,our Sponsor HoldCo has agreed t

183、o transfer 20,000 insider shares toeach of William W.Snyder,David Mao and Robert H.Grigsby aggregating 60,000insider shares.The insider shares held by our Sponsor HoldCo include an aggregateof up to 283,064 insider shares subject to forfeiture to the extent that theunderwriters over-allotment option

184、 is not exercised in full or in part.Other than the foregoing,our Sponsor HoldCo is not expected to effect any directtransfer of the insider shares it held prior to the offering,and neither thesponsor or Mr.Tan is not expected to effect any indirect transfer of such insidershares by transferring any

185、 securities of the sponsor prior to the offering.As aresult,prior to the offering,the Sponsor HoldCo holds 1,950,161 insider shares,or 89.9%of our issued and outstanding shares.Immediately after the offering,theSponsor HoldCo is expected to hold 1,667,097 insider shares,or 88.3%of the issuedand outs

186、tanding insider shares(without the exercise of the over-allotment optionand assuming 283,064 insider shares forfeited as a result thereof).The insider shares are identical to the Class A ordinary shares of the Company,except that(i)they will automatically convert into our Class A ordinary shares att

187、he time of our initial business combination,(b)they are subject to certaintransfer restrictions(see“Principal Shareholders Restrictions on Transfers ofInsider Shares and Private Units”on page 135 of this prospectus);(c)prior to ourinitial business combination,only holders of the insider shares have

188、the right tovote52025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm14/212Table of Contentson the appointment or removal of a member of the board of directors for any reason;(d)our sp

189、onsor and each member of our management team have entered into a letteragreement with us to waiver their redemption rights,rights to liquidatingdistributions from the Trust Accounts and other shareholder rights enjoyed byholders of the ClassA ordinary shares.In addition,our Sponsor HoldCo has agreed

190、 and will enter into an agreement with usimmediately prior to the effectiveness of this prospectus pursuant to which,(A)tovote its insider shares and private shares(as well as any public shares acquiredin or after this offering)in favor of any proposed business combination,(B)notto propose,or vote i

191、n favor of,an amendment to our second amended and restatedmemorandum and articles of association that would stop our public shareholders fromredeeming their shares or selling their shares to us in connection with a businesscombination or affect the substance or timing of our obligation to redeem 100

192、%ofour public shares if we do not complete a business combination within 18monthsfrom the closing of this offering(or up to 27months if we extend the period oftime to consummate a business combination,as described in more detail in thisprospectus)unless we provide public shareholders with the opport

193、unity to redeemtheir public shares to receive cash from the Trust Account in connection with anysuch vote(regardless of whether they vote for,against,or abstain from voting onsuch amendment),(C)not to redeem any insider shares and private shares(as wellas any other shares acquired in or after this o

194、ffering)for cash from the TrustAccount in connection with a shareholder vote to approve our proposed initialbusiness combination(or sell any shares they hold to us in a tender offer inconnection with a proposed initial business combination)or a vote to amend theprovisions of our second amended and r

195、estated memorandum and articles ofassociation relating to shareholders rights or pre-business combination activityand(D)that the insider shares and private shares shall not participate in anyliquidating distribution upon winding up if a business combination is notconsummated.Additionally,our Sponsor

196、 Holdco has agreed not to transfer,assign or sell any ofthe insider shares(except to certain permitted transferees)until(1)with respectto 50%of the insider shares,the earlier of sixmonths after the date of theconsummation of our initial business combinationor the date on which the closingprice of ou

197、r ordinary shares equals or exceeds$12.50 per share(as adjusted forshare subdivisions,share capitalizations,reorganizations,recapitalizations andthe like)for any 20tradingdays within any 30-tradingday period commencingafter our initial business combination and(2)with respect to the remaining 50%ofth

198、e insider shares,sixmonths after the date of the consummation of our initialbusiness combination,or earlier,in either case,if,subsequent to our initialbusiness combination,we consummate a liquidation,merger,share exchange or othersimilar transaction which results in all of our shareholders having th

199、e right toredeem their ordinary shares for cash,securities or other property(except asdescribed in“Principal Shareholders Restrictions on Transfers of InsiderShares and Private Units”on page 135 of this prospectus).The private units(including the underlying securities)will not be transferable,assign

200、able or saleable until after the completion of our initial businesscombination,which means that these securities will be transferable following thecompletion of our initial business combination.Although our Sponsor HoldCo is not expected to effect any transfer of the insidershares or private units i

201、ts holds during the relevant lock-up terms,certaintransfers prior to the completion of our initial business combination are permittedfor the insider shares and private units(including the underlying securities):(i)among the insiders or to the Companys insiders members,officers,directors,consultants

202、or their affiliates,(ii)to a holders shareholders or members uponthe holders liquidation,in each case if the holder is an entity,(iii)by bonafide gift to a member of the holders immediate family or to a trust,thebeneficiary of which is the holder or a member of the holders immediate family,ineach ca

203、se for estate planning purposes,(iv)by virtue of the laws of descent anddistribution upon death,(v)pursuant to a qualified domestic relations order,(vi)to the Company for no value for cancellation in connection with the consummation ofa business combination,(vii)in connection with the consummation o

204、f a businesscombination,(viii)in the event of the Companys liquidation prior to itsconsummation of an initial business combination or(ix)in the event that,subsequent to the consummation of an initial business combination,the Companycompletes a liquidation,merger,capital share exchange or other simil

205、artransaction which results in all of the Companys shareholders having the right toexchange their ordinary shares for cash,securities or other property,in each case(except for clauses(vi),(viii)or(ix)or with the Companys prior writtenconsent).Except for the contractual restriction of the lock-up,the

206、re is no otherrestriction on the Sponsor HoldCo,the sponsor or their beneficial owners abilityto share,sell or otherwise dispose of part or all of the interests in our SponsorHoldCo or sponsor.Some permissible transactions,such as the transfer of insidershares from our Sponsor HoldCo to an officer o

207、r consultant of the Company,or thetransfer of the securities of the Sponsor HoldCo or the sponsor by a securitiesholder of the Sponsor HoldCo or the sponsor to a third party,or62025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/dat

208、a/2024460/000121390025039846/ea0208079-09.htm15/212Table of Contentsthe issuance of new securities of the Sponsor HoldCo or sponsor to a third party,may change the ownership structure or control among the sponsor and the management,or result in the control of the Company by another party.In such sce

209、narios,thepublic shareholders may have very limited influence over the management of theCompany.For further information,see“Risk Factor Before a prospective targetbusiness is identified or the initial business combination is consummated,oursponsor or management may change or divest their ownership i

210、nterests in us.Suchchange or divestment could deprive us of key personnel and advisors,and the publicshareholders may have very limited influence over the management of the Company asa result.”on page 42 of this prospectus.Following this offering,our Sponsor HoldCo will own a total of 1,667,097 insi

211、dershares and 215,375 private units,representing 21.6%of the issued and outstandingshares following this offering.In total,the Sponsor HoldCo will pay for anaggregate purchase price of$2,176,651.40 for an aggregate of 1,882,472 shares and215,375 rights(which will be converted to 26,921 shares upon t

212、he consummation ofour initial business combination).However,other than the foregoing,our SponsorHoldCo,sponsor or their affiliates have not received and will not receive anyother form of compensation.For a summary of the securities owned by the Sponsor HoldCo,sponsor and therelevant terms,see illust

213、ration below:Types ofSecurities NumberofSecuritiesBeforeOfferingHeld NumberofSecuritiesAfterOfferingHeld(assumingnoover-allotmentoptionexercised)PurchasePrice orConversionPrice PerSecurities Partiessubject totheLock-UpTerms in theLetterAgreement Lock-UpTerms in theLetter Agreement Exceptions to Lock

214、-UpTerms in the LetterAgreementInsiderShares 2,170,161 1,887,097$0.012per share The SponsorHoldCo;Mr.Padmakumar,Chairman,CEO andDirector;Mr.Graj,CFO andDirector;Mr.Snyder,DirectorNominee;Mr.Mao,DirectorNominee;Mr.Grigsby,DirectorNominee With respect to50%of theinsider shares,the earlier ofsix months

215、 afterthe date of theconsummation ofour initialbusinesscombination orthe date on whichthe closing priceof our ordinaryshares equals orexceeds$12.50per share(asadjusted forsharesubdivisions,sharecapitalizations,reorganizations,recapitalizationsand the like)forany 20 tradingdays within any30-trading d

216、ayperiod commencingafter our initialbusinesscombination and(2)with respectto the remaining50%of theinsider shares,six months afterthe date of theconsummation ofour initialbusinesscombination,orearlier,ineither case,if,subsequent to ourinitial businesscombination,weconsummate aliquidation,merger,shar

217、eexchange or othersimilartransaction whichresults in all ofour shareholdershaving the rightto redeem theirordinary sharesfor cash,securities orother property.Notwithstandingthe lock-up terms,transfers arepermitted:(i)among the insidersor to theCompanysinsidersmembers,officers,directors,consultants o

218、rtheir affiliates,(ii)to aholdersshareholders ormembers upon theholdersliquidation,ineach case if theholder is anentity,(iii)bybona fide gift toa member of theholdersimmediate familyor to a trust,thebeneficiary ofwhich is theholder or a memberof the holdersimmediate family,in each case forestate pla

219、nningpurposes,(iv)byvirtue of the lawsof descent anddistribution upondeath,(v)pursuant to aqualified domesticrelations order,(vi)to theCompany for novalue forcancellation inconnection withthe consummationof a businesscombination,(vii)in connection withthe consummationof a businesscombination,(viii)i

220、n theevent of theCompanysliquidation priorto itsconsummation of aninitial businesscombination or(ix)in the eventthat,subsequentto theconsummation of aninitial businesscombination,the2025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edga

221、r/data/2024460/000121390025039846/ea0208079-09.htm16/212Company completesa liquidation,merger,capitalshare exchange orother similartransaction whichresults in all ofthe Companysshareholdershaving the rightto exchange theirordinary sharesfor cash,securities orother property,ineach case(exceptfor clau

222、ses(vi),(viii)or(ix)orwith theCompanys priorwritten consent).72025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm17/212Table of ContentsTypes ofSecurities NumberofSecuritiesBeforeOffe

223、ringHeld NumberofSecuritiesAfterOfferingHeld(assumingnoover-allotmentoptionexercised)PurchasePrice orConversionPrice PerSecurities Partiessubject to theLock-UpTerms in theLetterAgreement Lock-UpTerms in theLetter Agreement Exceptions to Lock-UpTerms in the LetterAgreementPrivateShares 0 215,375$10 p

224、erPrivateUnit(includingonePrivateShare andonePrivateRight)The PrivateShares,PrivateRights,WorkingCapital Shares,or WorkingCapital Rightswill bereleased fromlock-up and betransferrableafter thecompletion ofthe initialbusinesscombination.PrivateRights 0 215,375 WorkingCapitalShares 0 Up to 150,000$10

225、perWorkingCapitalUnit(includingoneWorkingCapitalShare andoneWorkingCapitalRight)WorkingCapitalRights 0 Up to 150,000 Upon the consummation of this offering,our insiders will own approximately 22.5%of our issued and outstanding ordinary shares(without given effect to the sale ofthe private units and

226、representative shares,and assuming our insiders do notpurchase units in this offering).If we increase or decrease the size of thisoffering,we will effect a share capitalization or a compulsory redemption orredemption or other appropriate mechanism,as applicable,with respect to ourinsider shares imme

227、diately prior to the consummation of this offering in suchamount so as to maintain the number of insider shares,on an as-converted basis,atapproximately 22.5%of our issued and outstanding ordinary shares upon theconsummation of this offering(without given effect to the sale of the privateunits and r

228、epresentative shares,and assuming our insiders do not purchase units inthis offering).For further information about the adjustment of insider shares,see“Description of Securities Ordinary Shares”on page 139 of this prospectus.As of December 31,2024,our sponsor had loaned to us an aggregate of$331,92

229、7 tobe used to pay formation and a portion of the expenses of this offering,respectively.The loan is payable without interest on the date on which weconsummate our initial public offering.If we determine not to proceed with theoffering,such amounts would not be repaid.In addition,in order to meet ou

230、rworking capital needs following the consummation of this offering until completionof an initial business combination,our insiders,officers and directors or theiraffiliates or designees may,but are not obligated to,loan us funds,from time totime or at any time,in whatever amount they deem reasonable

231、 in their solediscretion.The notes would either be paid upon consummation of our initialbusiness combination,without interest,or,at the lenders discretion,up to$1,500,000 of the notes,or the“working capital notes,”may be converted uponconsummation of our business combination into working capital uni

232、ts at a price of$10.00 per unit,or the“working capital units.”In addition,our insiders,officers and directors or their affiliates or designees may loan us funds insupport of our potential extension to allow additional time for us to complete aninitial business combination which will be evidenced in

233、extension convertiblenotes,or the“extension notes,”to be repaid in cash or$10.00 per unit,or the“extension units,”at the closing of our initial business combination.If we donot complete our initial business combination,the loans would be repaid out offunds not held in the Trust Account,and only to t

234、he extent available.The workingcapital units and extension units would be identical to the private units sold inthe private placement.The terms of such loans by our insiders,officers anddirectors or their affiliates,if any,have not been determined and no writtenagreements exist with respect to such

235、loans.We do not expect to seek loans fromparties other than our insiders or an affiliate of our insiders as we do notbelieve third parties will be willing to loan such funds and provide a waiveragainst any and all rights to seek access to funds in our Trust Account,but if wedo,we will request such l

236、ender to provide a waiver against any and all rights toseek access to funds in our Trust Account.82025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm18/212Table of ContentsWith regard

237、 to our directors and officers,other than the insider shares owned byour Chairman,CEO and Director,Mr.Bala Padmakumar,our CFO and Director,Mr.EvanM.Graj,and the expected transfer of 20,000 insider shares to each of ourindependent directors immediately prior to the offering,we have entered into(i)an

238、offer letter with Mr.Padmakumar on May 21,2024,which provides that,inconnection with his service as the CEO and Chairman of the Company,Mr.Padmakumarshall receive cash compensation of$7,500 from the date of the offer letter untilthe IPO is consummated,and(y)$10,000 from the date the IPO is consummat

239、ed untilthe end of the term of the offer letter;and(ii)an offer letter with Mr.Graj onMay 21,2024,which provides that,in connection with his service as the CFO of theCompany,Mr.Graj shall receive cash compensation of$5,000 from the date of theoffer letter until the IPO is consummated,and(y)$6,000 fr

240、om the date the IPO isconsummated until the end of the term of the offer letter.Prior to the offering,we paid the monthly cash compensations through a certain loan provided by thesponsor to us to be used for a portion of the expenses of this offering,evidencedby a certain promissory note issued to t

241、he sponsor on April 18,2024;after theoffering,we intend to continue paying them through the net proceeds of thisoffering that will not be held in the Trust Account.For further information aboutthe source of the compensation,see“Use of Proceeds”on page 78 of thisprospectus.Other than the foregoing an

242、d the ownership of insider shares by Mr.Padmakumar,Mr.Graj and the independent directors,our directors and officers havenot received or will receive any other form of compensation upon the closing of theoffering.See“Management Executive Officer and Director Compensation”on page125 of the prospectus.

243、Except as disclosed under this section,the Sponsor HoldCo or the sponsor do haveany agreement,arrangement,or understanding with the Company regarding anycompensation,reimbursement,or transfer of interests in relation to our initialbusiness combination,nor is there any agreement between the sponsor a

244、nd anyunaffiliated shareholders of the Company regarding redemptions,payments,compensation,reimbursement,or transfer of interests.In addition to the insider shares,the compensation received or to be received andthe amount of securities issued or to be issued to our insiders,including theissuance of

245、working capital units that may be converted from the working capitalnotes and the issuance of extension units that may be converted from the extensionnotes,will have dilutive effect on the public shares you hold.However,the extentof such dilutive effect is uncertain.For further information,see“Risk

246、Factor The conversion of any working capital notes or extension notes into working capitalunits or extension units may result in significant dilution to your public shares.”and“Risk Factor We may issue additional ordinary or preferred shares or debtsecurities to complete a business combination or un

247、der an employee incentive planafter completion of our initial business combination.Any such issuances woulddilute the interest of our shareholders and likely present other risks.”on pages54 and 40 of the prospectus.Given that Mr.Tan is a Malaysian citizen and resident and has sole voting andinvestme

248、nt discretion with respect to our shares held by our sponsor,we may beconsidered a“foreign person”under rules promulgated by the Committee on ForeignInvestment in the United States(CFIUS),and may not be able to complete an initialbusiness combination with a U.S.target company since such initial busi

249、nesscombination may be subject to U.S.foreign investment regulations and review by aU.S.government entity such as CFIUS),or ultimately prohibited.As a result,thepool of potential targets with which we could complete an initial businesscombination may be limited.See“Risk FactorWe may not be able to c

250、omplete aninitial business combination with a U.S.target company if such initial businesscombination is subject to U.S.foreign investment regulations and review by aU.S.government entity such as the Committee on Foreign Investment in theUnitedStates(CFIUS),or ultimately prohibited.”on page 75 of thi

251、s prospectus.Upon the effectiveness of this prospectus,our management including our officersand directors are all located in the UnitedStates.Our sponsor and its sole memberare located in Malaysia.There is uncertainty,however,as to whether after theclosing of this offering,we will appoint new manage

252、ment member located outside theUnitedStates,or in connection with and following the consummation of our initialbusiness combination,all officers and directors of the post-combination entitywill be located in the Unites States.If we or post-combination entity hasmanagement members outside the UnitedS

253、tates either before or after the businesscombination,it may be difficult,or in some cases not possible,for investors inthe UnitedStates to enforce their legal rights,to effect service of process uponthem and our Sponsor HoldCo or our sponsor,to enforce judgments of UnitedStatescourts predicated upon

254、 civil liabilities and criminal penalties on them underUnitedStates securities laws.See“Risk FactorsUpon the effectiveness ofthis prospectus,all of our executive officers and directors will be located insidethe United States.However,our sponsor and its sole shareholder are located inMalaysia.There i

255、s also uncertainty as to whether after this offering,we willappoint new management member located outside the United States,or the managementof post-combination entity will have members located outside the United States;therefore,investors may not be able to enforce federal92025/5/11 23:06sec.gov/Ar

256、chives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm19/212Table of Contentssecurities laws or their other legal rights upon our Sponsor HoldCo,our sponsor orMr.Tan,or those future officers and directors locate

257、d outside the United Statesappointed after this offering or in connection with the business combination.”onpage 72 of this prospectus.As more fully discussed in“ManagementConflicts of Interest”on page 128 ofthis prospectus,if any of our officers or directors becomes aware of a businesscombination op

258、portunity that falls within the line of business of any entity towhich he or she has pre-existing fiduciary or contractual obligations,he or shemay be required to present such business combination opportunity to such entity,subject to his or her fiduciary duties under the Cayman Islands law,prior to

259、presenting such business combination opportunity to us.Most of our officers anddirectors currently have certain pre-existing fiduciary duties or contractualobligations.Additionally,our CEO Mr.Padmakumar,is Chairman and a director ofFour Leaf Acquisition Corporation(Nasdaq:FORL),a SPAC in search of t

260、arget.Mr.Padmakumar owns fiduciary duties to the SPAC under Delaware general corporatelaw.Background and Competitive StrengthsWe will seek to leverage our management teams proprietary network of relationshipswith corporate executives,private equity,venture and growth capital funds,investment banking

261、 firms and consultants in order to source,acquire,and supportthe operations of the business combination target.For example,Mr.Padmakumar,ourCEO and Chairman of the board of directors,has extensive investment managementexperience in the U.S.and Asia and is experienced with leading businesscombination

262、 search as a member of the board of two other SPACs seeking businesscombination opportunities.Mr.Graj,our CFO and Director,is an experiencedentrepreneur and investor,with extensive networks in the Asia-Pacific region,deepknowledge of technology companies,and past experience in founding,managing andf

263、undraising for startups.The background of Mr.Padmakumar and Mr.Graj will beinstrumental in guiding our business combination search.In addition,several members of our management team have extensive track record incorporate finance,with unique perspectives on evaluating and analyzing thefinancial heal

264、th,strength,and potential of target companies.Mr.Mao,ourdirector nominee,has more than two decades of experience in valuation services,which gives him unique perspective in evaluating financial performance,businessprojections,and operational strength.Mr.Snyder comes from a consultingbackground,with

265、extensive experience in advising corporate transactions andproviding investment and strategic advice for executives.They will contribute byproviding unique and professional insights with regards to valuation of potentialtarget(s),negotiation of transaction terms,and solicitation of transactionfinanc

266、ing.We believe that this combination of extensive relationships and expertise will makeus a preferred partner for and allow us to source high-quality business combinationtargets.However,none of our management team is obligated to remain with thecompany after an acquisition transaction,and we cannot

267、provide assurance that theresignation or retention of our current management will be a term or condition inany agreement relating to business combination.Moreover,despite the competitiveadvantages we believe we have,we remain subject to significant competition withrespect to identifying and executin

268、g a business combination.Business Strategy and Acquisition CriteriaOur management team intends to focus on creating shareholder value by leveragingits experience in the management and operation of businesses to improve theefficiency of operations while implementing strategies to scale revenue organi

269、callyand/or through acquisitions.Consistent with our strategy,we have identified thefollowing general criteria and guidelines that we believe are essential inevaluating prospective target businesses.While we intend to use these criteria andguidelines in evaluating prospective businesses,we may devia

270、te from these criteriaand guidelines should we consider it appropriate to do so:Strong Management TeamWe will seek to acquire those businesses with reasoned and strongmanagements having a track record of driving growth and profitability;orhaving proposition of the businesses that may likely be well

271、received bypublic investors.102025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htm20/212Table of ContentsNiche Deal Size with Growth PotentialWe intend to seek target companies that ha

272、ve underexploited expansionopportunities.This expansion can be accomplished through a combination ofaccelerating organic growth and finding attractive add-on acquisitiontargets.Our management team has significant experience in identifyingsuch targets and in helping target management assess the strat

273、egic andfinancial fit.Similarly,our management has the expertise to assess thelikely synergies and to help a target integrate acquisitions.Long-term Revenue Visibility with Defensible Market PositionIn managements view,the target companies should be close to ananticipated inflection point,such as th

274、ose companies requiring additionalmanagement expertise,those companies able to innovate by developing newproducts or services,or companies where we believe we have ability toachieve improved profitability performance through an acquisition designedto help facilitate growth.Benefits from Being a U.S.

275、Public Company(Value Creation and MarketingOpportunities)We intend to search target companies that we believe will help offerattractive risk-adjusted equity returns for our shareholders.Amount othercriteria,we expect to evaluate financial returns based on(i)thepotential for organic growth in cash fl

276、ows,(ii)the ability to achievecost savings,(iii)the ability to accelerate growth,including throughthe opportunity for follow-on acquisitions,and(iv)the prospects forcreating value through other value creation initiatives.We also plan toevaluate potential upside from future growth in the target busin

277、essearnings and an improved capital structure.These criteria are not intended to be exhaustive.Any evaluation relating to themerits of a particular initial business combination may be based,to the extentrelevant,on these general guidelines as well as other considerations,factors andcriteria that our

278、 management may deem relevant.In the event that we decide to enter into our initial business combination with atarget business that does not meet the above criteria and guidelines,we willdisclose that the target business does not meet the above criteria and guidelinesin our shareholder communication

279、s related to our initial business combination,which,as discussed in this prospectus,would be in the form of proxy solicitationor tender offer materials that we would file with the U.S.Securities and ExchangeCommission(the“SEC”).We will either(i)seek shareholder approval of our initial business combi

280、nation ata meeting called for such purpose at which public shareholders may seek to redeemtheir public shares,regardless of whether they vote for or against,or abstainfrom voting on,the proposed business combination,into their pro rata portion ofthe aggregate amount then on deposit in the Trust Acco

281、unt(net of taxes payable andup to$100,000 of interest released to us to pay dissolution expenses)or(ii)provide our public shareholders with the opportunity to sell their publicshares to us by means of a tender offer(and thereby avoid the need for ashareholder vote)for an amount equal to their pro ra

282、ta share of the aggregateamount then on deposit in the Trust Account(net of taxes payable and up to$100,000 of interest released to us to pay dissolution expenses),in each casesubject to the limitations described herein.Notwithstanding the foregoing,ourinsiders have agreed,pursuant to written letter

283、 agreements with us,not to redeemany public shares held by them into their pro rata portion of the aggregate amountthen on deposit in the Trust Account.The decision as to whether we will seekshareholder approval of our proposed business combination or allow shareholders tosell their shares to us in

284、a tender offer will be made by us,solely in ourdiscretion,and will be based on a variety of factors such as the timing of thetransaction and whether the terms of the transaction would otherwise require us toseek shareholder approval.If we so choose and we are legally permitted to do so,we will have

285、the flexibility to avoid a shareholder vote and allow our shareholdersto sell their shares pursuant to the tender offer rules of SEC.In that case,wewill file tender offer documents with the SEC which will contain substantially thesame financial and other information about the initial business combin

286、ation as isrequired under the SECs proxy rules.We will consummate our initial businesscombination only if we have net tangible assets of at least$5,000,001 upon suchconsummation and,solely if we seek shareholder approval,a majority of the issuedand outstanding ordinary shares voted are voted in favo

287、r of the businesscombination.We will have until 18 months from the consummation of this offering to consummateour initial business combination.If we anticipate that we may not be able toconsummate our initial business combination within 18 months from closing of thisoffering,we may,but are not oblig

288、ated to,extend the period of time to consummatea business combination two times by an additional threemonths each time(for atotal of up to 24 months to complete a business combination),112025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives

289、/edgar/data/2024460/000121390025039846/ea0208079-09.htm21/212Table of Contentsprovided that our Sponsor HoldCo,sponsor,and their affiliates or designees mustdeposit into the Trust Account for each three months extension,$650,000,or$747,500 if the underwriters over-allotment option is exercised in fu

290、ll($0.10 perunit in either case),up to an aggregate of$1,300,000 or$1,495,000 if theunderwriters over-allotment option is exercised in full,on or prior to the dateof the applicable deadline.In addition,in the event that we execute a definitiveagreement for an initial business combination within 18 m

291、onths from the closing ofthis offering,we will automatically receive an additional 3-month period toconsummate our initial business combination,in which case,we will issue a pressrelease and file a Current Report on Form 8-K announcing the execution of thedefinitive agreement for an initial business

292、 combination as well as the extendeddeadline to complete our initial business combination.There is no obligation forus,our Sponsor HoldCo,or our sponsor to extend the time for us to complete ourinitial business combination.In the event that the time to complete an initialbusiness combination is exte

293、nded and our Sponsor HoldCo,sponsor,and theiraffiliates or designees make the payments necessary for such extension,they willreceive a non-interest bearing,unsecured promissory note in the amount of any suchdeposit,which will not be repaid in the event that we are unable to close aninitial business

294、combination unless there are funds available outside the trustaccount to do so.We intend to issue a press release announcing any intention toextend the time to consummate an initial business combination at least three daysprior to the applicable deadline.In addition,we intend to issue a press releas

295、eor file a Current Report on Form 8-K promptly after the applicable deadlineannouncing whether or not the necessary funds had been timely deposited.Our publicshareholders will not be afforded an opportunity to vote on our extension of timeto consummate an initial business combination from 18months t

296、o up to 24 months(or27months if a definitive agreement for an initial business combination is executedwithin 18 months from the closing of this offering)described above or redeem theirshares in connection with such extensions.If we are unable to consummate ourinitial business combination within such

297、 time period,unless we extend such periodpursuant to our second amended and restated memorandum and articles of association,we will,as promptly as possible but not more than ten(10)business daysthereafter,redeem 100%of our issued and outstanding public shares for a pro rataportion of the funds held

298、in the Trust Account,including a pro rata portion of anyinterest earned on the funds held in the Trust Account and not previously releasedto us or necessary to pay our taxes(less up to$100,000 of interest to paydissolution expenses),and then seek to liquidate and dissolve.However,we may notbe able t

299、o distribute such amounts as a result of claims of creditors which maytake priority over the claims of our public shareholders.If we are unable to consummate our initial business combination within this timeperiod,we will liquidate the Trust Account and distribute the proceeds heldtherein to our pub

300、lic shareholders by way of redeeming their shares and dissolve.If we are forced to liquidate,we anticipate that we would distribute to our publicshareholders the amount in the Trust Account calculated as of the date that is two(2)days prior to the distribution date(including any accrued interest net

301、 oftaxes payable and up to$100,000 of interest released to us to pay dissolutionexpenses).Prior to such distribution,we would be required to assess all claimsthat may be potentially brought against us by our creditors for amounts they areactually owed and make provision for such amounts,as creditors

302、 take priority overour public shareholders with respect to amounts that are owed to them.We cannotassure you that we will properly assess all claims that may be potentially broughtagainst us.As such,our shareholders could potentially be liable for any claims ofcreditors to the extent of distribution

303、s received by them as an unlawful payment inthe event we enter an insolvent liquidation.Nevertheless,if we are unable to consummate our initial business combinationwithin the period as provided in our governing documents then in effect and we donot seek or complete an extension of such period,we wil

304、l be forced to liquidatethe trust account and wind up.As a result,the insider shares and private sharesheld by our insiders including our sponsor will become valueless and will not beentitled to any liquidating distribution from our Trust Account and thereby becomevalueless,and our Sponsor HoldCo ha

305、s contractually agreed pursuant to a writtenagreement with us to be liable to ensure that the proceeds in the Trust Account areno reduced by the claims of target businesses or claims of vendors or otherentities that we owe money to.For more details of consequences to our SponsorHoldCo and sponsor if

306、 we do not complete a business combination timely or fail toextend the period under which we must complete a business combination,see“Proposed Business Automatic Liquidation of Trust Account if No BusinessCombination”on page 111 of the prospectus.Pursuant to the NASDAQ listing rules,our initial busi

307、ness combination must be witha target business or businesses whose collective fair market value is at leastequal to 80%of the balance in the Trust Account(excluding any deferredunderwriting discounts and commissions and taxes payable on the income earned onthe Trust Account)at the time of the execut

308、ion of a definitive agreement for suchbusiness combination,although this may entail simultaneous acquisitions of severaltarget businesses.The fair market value of the target business will be determinedby our board of directors based upon one or more standards generally accepted bythe financial commu

309、nity(such as actual and potential sales,earnings,cash flowand/or book value).Our board of directors will have broad discretion in choosing122025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/edgar/data/2024460/000121390025039846/ea020807

310、9-09.htm22/212Table of Contentsthe standard used to establish the fair market value of any prospective targetbusiness.The target business or businesses that we acquire may have a collectivefair market value substantially in excess of 80%of the Trust Account balance.Wewill not be required to comply w

311、ith the 80%fair market value requirement if we aredelisted from NASDAQ.We are not required to obtain an opinion from an unaffiliated third party that thetarget business we select has a fair market value in excess of at least 80%of thebalance of the Trust Account unless our board of directors cannot

312、make suchdetermination on its own.In addition,while we do not currently intend to pursue an initial businesscombination with a company that is affiliated with our officers,directors,insiders or their affiliates,we are not prohibited from pursuing such atransaction,nor are we prohibited from consumma

313、ting a business combination whereany of our officers,directors,insiders or their affiliates acquire a minorityinterest in the target business alongside our acquisition,provided in each casewe,or a committee of independent directors,obtain an opinion from an unaffiliatedthird party indicating that th

314、e price we are paying is fair to our shareholdersfrom a financial point of view.We are not required to obtain such an opinion inany other context.We currently anticipate structuring our initial business combination to acquire100%of the equity interests or assets of the target business or businesses.

315、Wemay,however,structure our initial business combination where we merge directlywith the target business or where we acquire less than 100%of such interests orassets of the target business in order to meet certain objectives of the targetmanagement team or shareholders or for other reasons,but we wi

316、ll only completesuch business combination if the post-transaction company owns or acquires 50%ormore of the outstanding voting securities of the target or otherwise acquires acontrolling interest in the target sufficient for it not to be required to registeras an investment company under the Investm

317、ent Company Actof1940,as amended,orthe Investment Company Act.Even if the post-transaction company owns or acquires50%or more of the voting securities of the target,our shareholders prior to thebusiness combination may collectively own a minority interest in the post-transaction company,depending on

318、 valuations ascribed to the target and us in thebusiness combination transaction.For example,we could pursue a transaction inwhich we issue a substantial number of new shares in exchange for all of theoutstanding capital stock of a target.In this case,we could acquire a 100%controlling interest in t

319、he target;however,as a result of the issuance of asubstantial number of new shares,our shareholders immediately prior to our initialbusiness combination could own less than a majority of our issued and outstandingshares subsequent to our initial business combination.If less than 100%of theequity int

320、erests or assets of a target business or businesses are owned or acquiredby the post-transaction company,only the portion of such target business orbusinesses that is owned or acquired is what will be valued for purposes of the 80%fair market value test.We have not selected any specific business com

321、bination target but intend to targetbusinesses with enterprise values that are greater than we could acquire with thenet proceeds of this offering and the sale of the private units.As a result,ifthe cash portion of the purchase price exceeds the amount available from the trustaccount,net of amounts

322、needed to satisfy any redemption by public shareholders,wemay be required to seek additional financing to complete such proposed initialbusiness combination.We cannot assure you that such financing will be available onacceptable terms,if at all.To the extent that additional financing proves to beuna

323、vailable when needed to complete our initial business combination,we would becompelled to either restructure the transaction or abandon that particular businesscombination and seek an alternative target business candidate.Further,we may berequired to obtain additional financing in connection with th

324、e closing of ourinitial business combination for general corporate purposes,including formaintenance or expansion of operations of the post-transaction businesses,thepayment of principal or interest due on indebtedness incurred in completing ourinitial business combination,or to fund the purchase of

325、 other companies.If we areunable to complete our initial business combination,our public shareholders mayonly receive their pro rata portion of the funds in the trust account that areavailable for distribution to public shareholders,and our rights will expireworthless.In addition,even if we do not n

326、eed additional financing to complete ourinitial business combination,we may require such financing to fund the operationsor growth of the target business.The failure to secure additional financing couldhave a material adverse effect on the continued development or growth of the targetbusiness.None o

327、f our officers,directors or shareholders is required to provideany financing to us in connection with or after our initial business combination.Raising additional third party financing may involve dilutive equity issuances orthe incurrence of indebtedness at higher than desirable levels.In addition,

328、theamount of the deferred underwriting commissions payable to the underwriters willnot be adjusted for any shares that are redeemed in connection with an initialbusiness combination.The per share amount we will distribute to shareholders whoproperly exercise their redemption rights will not be reduc

329、ed by the deferredunderwriting commission and after such redemptions,the amount held in trust willcontinue to reflect our obligation to pay the entire deferred underwritingcommissions.132025/5/11 23:06sec.gov/Archives/edgar/data/2024460/000121390025039846/ea0208079-09.htmhttps:/www.sec.gov/Archives/

330、edgar/data/2024460/000121390025039846/ea0208079-09.htm23/212Table of ContentsEmerging Growth Company Status and Other InformationWe are an emerging growth company as defined in Section2(a)of the SecuritiesActof1933,as amended,or the Securities Act,as modified by the Jumpstart OurBusiness Startups Ac

331、tof2012(which we refer to herein as the JOBS Act).As such,we are eligible to take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not emerginggrowth companies including,but not limited to,not being required to comply withthe a

332、uditor attestation requirements of Section 404 of the Sarbanes-OxleyActof2002,or the Sarbanes-Oxley Act,reduced disclosure obligations regardingexecutive compensation in our periodic reports and proxy statements,and exemptionsfrom the requirements of holding a non-binding advisory vote on executivec

333、ompensation and shareholder approval of any golden parachute payments notpreviously approved.If some investors find our securities less attractive as aresult,there may be a less active trading market for our securities and the pricesof our securities may be more volatile.In addition,Section107 of the JOBS Act also provides that an emerging growthcompany can take advantage of the extended transitio