《SPACRenatusTacticalAcquisitionCorpI美股招股說明書S-12025-05-06版英文版頁.pdf》由會員分享，可在線閱讀，更多相關《SPACRenatusTacticalAcquisitionCorpI美股招股說明書S-12025-05-06版英文版頁.pdf（231頁珍藏版）》請在三個皮匠報告上搜索。

1、2025/5/10 23:02sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm1/231S-1/A 1 ny20045296x4_s1a.htm S-1/ATABLE OF CONTENTSAs filed with United States Securities and Exchange Commission on Ma

2、y 6,2025 under the Securities Act of 1933,as amended.Registration No.333-285842UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549AMENDMENT NO.2 TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Renatus Tactical Acquisition Corp I(Exact Name of Registrant as Specified in

3、 its Charter)Cayman Islands 6770 N/A(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(IRS Employer IdentificationNumber)1825 Ponce de Leon Blvd,Suite 260Coral Gables,FL 33134Telephone:645-201-8586(Address,including Zip Code,and Telep

4、hone Number,including Area Code,of Registrants Principal Executive Offices)Eric SwiderChief Executive Officer1825 Ponce de Leon Blvd,Suite 260Coral Gables,FL 33134Telephone:645-201-8586(Name,Address,including Zip Code,and Telephone Number,including Area Code,of Agent for Service)Copies to:Gil Savir,

5、Esq.Paul Hastings LLP200 Park AvenueNew York,NY 10166(212)318-6000 Brandon J.Bortner,Esq.Paul Hastings LLP2050 M Street NWWashington,DC 20036(202)551-1700 Patrick H.Shannon,Esq.R.Charles Cassidy III,Esq.Latham&Watkins LLP1271 Avenue of the AmericasNew York,NY 10020(212)906-1200 Approximate date of c

6、ommencement of proposed sale to the public:As soon as practicable after the effective date of this registrationstatement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following

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

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

9、d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,sm

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

11、 Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby

12、 amends this registration statement on such date or dates as may be necessary to delay its effective date untilthe registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a)of the Securities Ac

13、t of 1933,as amended,or until the registration statement shall become effective on suchdate as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archiv

14、es/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm2/2312025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm3/231TABLE OF CONTENTSThe information contained in this pr

15、eliminary prospectus is not complete and may be changed.No securities may be sold until the registration statement filed with the Securities andExchange Commission is effective.This preliminary prospectus is not an offer to sell thesesecurities,and it is not soliciting an offer to buy these securiti

16、es,in any jurisdiction where theoffer or sale is not permitted.SUBJECT TO COMPLETION,DATED MAY 6,2025PRELIMINARY PROSPECTUS$175,000,000Renatus Tactical Acquisition Corp I17,500,000 UnitsRenatus Tactical Acquisition Corp I is a blank check company,incorporated as a Cayman Islands exemptedcompany for

17、the purpose of effecting a merger,share exchange,asset acquisition,share purchase,reorganizationor similar business combination with one or more businesses,which we refer to throughout this prospectus as ourinitial business combination.We have not selected any business combination target and we have

18、 not,nor hasanyone on our behalf,initiated any substantive discussions,directly or indirectly,with any business combinationtarget.While we may pursue an initial business combination target in any industry or geographic location(subjectto certain limitations described in this prospectus),we intend to

19、 focus our search on high potential businessesbased in the United States.We are an“emerging growth company”and“smaller reporting company”under applicable federal securities lawsand will be subject to reduced public company reporting requirements.Investing in our securities involves risks.See“Risk Fa

20、ctors”beginning on page 54.Investors will not be entitled to protections normally afforded toinvestors in Rule 419 blank check offerings.The underwriters are offering the units for sale on a firm commitment basis.Delivery of the units will be made onor about,2025.Neither the Securities and Exchange

21、Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus.Anyrepresentation to the contrary is a criminal offense.No invitation,whether directly or indirectly,may be made to the public in the Cayman Island

22、s to subscribefor our securities.This is an initial public offering of our securities.Each unit has an offering price of$10.00 and consists of oneClass A ordinary share and one-half of one redeemable public warrant.Each whole public warrant entitles theholder thereof to purchase one Class A ordinary

23、 share at a price of$11.50 per full share,subject to adjustment asdescribed in this prospectus.No fractional warrants will be issued upon separation of the units and only wholewarrants will trade.Accordingly,unless you purchase at least two units,you will not be able to receive or trade awhole warra

24、nt.The warrants will become exercisable on the later of 30 days after the completion of our initialbusiness combination and 12 months from the closing of this offering,and will expire five years after thecompletion of our initial business combination or earlier upon redemption or liquidation,as desc

25、ribed in thisprospectus.We have also granted the underwriters a 45-day option to purchase up to an additional 2,625,000units to cover over-allotments,if any.We will provide our public shareholders with the opportunity to redeem,regardless of whether they abstain,votefor,or against,our initial busine

26、ss combination,all or a portion of their Class A ordinary shares upon thecompletion of our initial business combination at a per-share price,payable in cash,equal to the aggregateamount then on deposit in the trust account described below calculated as of two business days prior to thecompletion of

27、our initial business combination,including interest(less up to$100,000 of interest to paydissolution expenses and which interest shall be net of Permitted Withdrawals(as defined below),divided by thenumber of then issued and outstanding Class A ordinary shares that were sold as part of the units in

28、this offering,which we refer to collectively as our public shares,subject to the limitations described herein.Notwithstandingthe foregoing redemption rights,if we seek shareholder approval of our initial business combination and we donot conduct redemptions in connection with our initial business co

29、mbination pursuant to the tender offer rules,our amended and restated memorandum and articles of association will provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a“group”(as defined under Secti

30、on 13 of the Securities Exchange Act of 1934,as amended),is restricted fromredeeming its shares with respect to more than an aggregate of 15%of the shares sold in this offering,without ourprior consent.Except for franchise taxes and income taxes,the proceeds placed in the trust account and theintere

31、st earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may belevied on us pursuant to any current,pending or future rules or laws,including without limitation any excise taxdue under the Inflation Reduction Act of 2022(“IRA”)on any redemptions or share rep

32、urchases by us.If wehave not completed our initial business combination within 24 months from the closing of this offering(or up to30 months from the closing of this offering if we extend the period of time to consummate a businesscombination by the full2025/5/10 23:03sec.gov/Archives/edgar/data/203

33、5173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm4/231TABLE OF CONTENTSamount of time,as described in more detail in this prospectus)or during any Extension Period(as defined below),we will redeem 100%of the public shar

34、es at a per-share price,payable in cash equal to the aggregate amount thenon deposit in the trust account,including interest(less up to$100,000 of interest to pay dissolution expenses andwhich interest shall be net of Permitted Withdrawals),divided by the number of then issued and outstandingpublic

35、shares,subject to applicable law and as further described herein.On July 3,2024,Global Client Advisory Group,a Cayman Islands exempted company(which we refer to as“GCAG”throughout this prospectus)that is controlled by Eric Swider,our Chief Executive Officer,formedInternational SPAC Management Group

36、I LLC,a Cayman Islands limited liability company(which we refer tothroughout this prospectus as“Sponsor HoldCo”).Sponsor HoldCo has committed to purchasing privateplacement warrants in a private placement that will close simultaneously with the closing of this offering,asfurther described below.Inst

37、itutional investors(none of which are affiliated with any member of our management,the Sponsor HoldCo orany other investor),which we refer to as the“non-Sponsor investors”throughout this prospectus,have expressedan interest to purchase up to 1,443,182 founder shares(as defined below)from Sponsor Hol

38、dCo for an aggregatepurchase price of$3,500,000.Sponsor HoldCo has committed to(i)purchasing 3,500,000 private placementwarrants at a price of$1.00 per warrant($3,500,000 in the aggregate)in a private placement that will closesimultaneously with the closing of this offering and(ii)loaning us up to$4

39、42,500(or up to$639,375 if theunderwriters over-allotment option is exercised in full),which we may draw down in our sole discretion,pursuant to the terms of a convertible promissory note,the form of which is filed as an exhibit to the registrationstatement of which this prospectus forms a part(the“

40、Working Capital Convertible Note”)which will be issued toSponsor HoldCo simultaneously with the closing of this offering.Any principal amounts outstanding under theWorking Capital Convertible Note may be converted into Class A ordinary shares on the terms and subject to theconditions described in th

41、is prospectus.As additional consideration to induce certain of the non-Sponsorinvestors to purchase founder shares from Sponsor HoldCo,Sponsor HoldCo will direct the Company to issue anaggregate of 721,591 of the 3,500,000 private placement warrants it is purchasing in the private placement fromus t

42、o such non-Sponsor investors upon the consummation of the private placement,at no additional cost to suchnon-Sponsor investors.We refer collectively to these warrants throughout this prospectus as the“private placement warrants.”Eachprivate placement warrant entitles the holder thereof to purchase o

43、ne Class A ordinary share at a price of$11.50 per share,subject to adjustment as provided herein,and only whole warrants are exercisable.While there is no limit on the number of founder shares that may be purchased by any of the non-Sponsorinvestors,none of the non-Sponsor investors has expressed to

44、 us an interest in purchasing an amount of foundershares to be sold in this offering which would result in it beneficially owning(or being deemed to beneficiallyown)more than 9.99%of any class of our share capital(including,but not limited to,our Class A ordinaryshares)or the capital stock of any of

45、 our successors(including in connection with the consummation of the ourinitial business combination),as calculated pursuant to Section 13(d)of the Exchange Act and Rule 13d-3promulgated thereunder.Furthermore,the non-Sponsor investors have not committed to or expressed an interestin purchasing any

46、units in this offering,either directly or indirectly,provided however,that non-Sponsor investorsmay decide,in each of its own discretion,to purchase units in this offering notwithstanding each of theircommitments under the written agreements with our Sponsor Holdco.If the non-Sponsor investors decid

47、e topurchase units in this offering,the underwriters have full discretion to allocate the units to investors and maydetermine to sell any amount or no amount of the units to the non-Sponsor investors.The underwriters wouldreceive the same upfront discounts and commissions and deferred underwriting c

48、ommissions on units purchasedby the non-Sponsor investors,if any,as they will on the other units sold to the public in this offering.In the eventthat the non-Sponsor investors are allocated and purchase such units,they shall be obligated to vote any foundershares and public shares held by them in fa

49、vor of our initial business combination pursuant to the letter agreement(defined below)such investors will enter into with us.For a discussion of certain additional arrangements withthe non-Sponsor investors,see“The Offering Expression of Interest”on page 30.In the event that non-Sponsorinvestors pu

50、rchase units(either in this offering or after)and vote them in favor of our initial businesscombination,no affirmative votes from other public shareholders would be required to approve our initialbusiness combination(assuming only the minimum number of shares representing a quorum are voted and theo

51、ver-allotment option is not exercised).The Sponsor HoldCo Investors,which includes GCAG,will indirectly hold our founder shares throughownership of the membership interests of Sponsor HoldCo which represent an interest in the founder shares heldby Sponsor HoldCo prior to this offering.Our initial sh

52、areholders currently directly and indirectly hold 5,842,742Class B ordinary shares(which we refer to as“founder shares”as further described herein),up to 762,097 ofwhich are subject to forfeiture by the holders thereof depending on the extent to which the underwriters over-allotment option is exerci

53、sed.The Class B ordinary shares will automatically convert into Class A ordinary sharesat the time2025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm5/231TABLE OF CONTENTSof o

54、ur initial business combination,or earlier at the option of the holder,on a one-for-one basis,subject toadjustment as provided herein.In the case that additional Class A ordinary shares,or equity-linked securities(asdescribed herein),are issued or deemed issued in excess of the amounts issued in thi

55、s offering and related to theclosing of our initial business combination,the ratio at which the Class B ordinary shares will convert intoClass A ordinary shares will be adjusted(unless the holders of a majority of the issued and outstanding Class Bordinary shares agree to waive such anti-dilution ad

56、justment with respect to any such issuance or deemedissuance)so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shareswill equal,in the aggregate,22.5%of the sum of all Class A ordinary shares issued and outstanding upon thecompletion of this offering,plus

57、 all Class A ordinary shares and equity-linked securities issued or deemed issuedin connection with our initial business combination,excluding any shares or equity-linked securities issued,or tobe issued,to any seller in the business combination.If we increase or decrease the size of this offering,w

58、e willeffect a capitalization or share repurchase or redemption or other appropriate mechanism,as applicable,withrespect to our founder shares immediately prior to the consummation of this offering in such amount as tomaintain the number of founder shares at 22.5%of our issued and outstanding ordina

59、ry shares upon theconsummation of this offering.Our public shareholders may incur material dilution due to such anti-dilutionadjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis uponconversion.See“Risk Factors Risks Relating to our Securities We may i

60、ssue additional Class A ordinaryshares or preference shares to complete our initial business combination or under an employee incentive planafter completion of our initial business combination.We may also issue Class A ordinary shares upon theconversion of the Class B ordinary shares at a ratio grea

61、ter than one-to-one at the time of our initial businesscombination as a result of the anti-dilution provisions contained in our amended and restated memorandum andarticles of association.Any such issuances would dilute the interest of our shareholders and likely present otherrisks”on page 80.Prior t

62、o our initial business combination,holders of the Class B ordinary shares will have theright to appoint all of our directors and may remove members of the board of directors for any reason.On anyother matter submitted to a vote of our shareholders,holders of the Class B ordinary shares and holders o

63、f theClass A ordinary shares will vote together as a single class,except as required by law.In addition,because Sponsor HoldCo acquired the founder shares at a nominal price of approximately$0.004,our public shareholders will incur an immediate and substantial dilution upon the closing of this offer

64、ing,assuming no value is ascribed to the warrants included in the units.Additionally,the Class A ordinary sharesissuable in connection with the conversion of the founder shares may result in material dilution to our publicshareholders due to the anti-dilution rights of our founder shares that may re

65、sult in an issuance of Class Aordinary shares on a greater than one-to-one basis upon conversion.Further,the Class A ordinary shares issuablein connection with the exercise of the private placement warrants,including those private placement warrantsconverted from working capital loans(as described i

66、n this prospectus),may result in material dilution to ourpublic shareholders if the$11.50 exercise price of the private placement warrants is significantly less than themarket price of our shares at the time such private placement warrants are exercised or if the private placementwarrants are exerci

67、sed on a cashless basis given that the cashless exercise of the warrants will not result in anycash proceeds to us.See“Summary Our Sponsor”on page 3,“Summary The Offering Founder shares”on page 24,“Summary The Offering Transfer restrictions on founder shares”on page 26,“Summary TheOffering Founder s

68、hares conversion and anti-dilution rights”on page 27,“Summary The Offering Appointment of directors;Voting Rights”on page 28,“Risk Factors Risks Relating to Sponsor HoldCo,Sponsor HoldCo Investors and Management Team The nominal purchase price paid by Sponsor HoldCo forthe founder shares may result

69、in significant dilution to the implied value of your public shares upon theconsummation of our initial business combination”on page 91,“Risks Relating to our Securities We mayissue additional Class A ordinary shares or preference shares to complete our initial business combination orunder an employe

70、e incentive plan after completion of our initial business combination.We may also issue Class Aordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the timeof our initial business combination as a result of the anti-dilution provisions contained in

71、 our amended andrestated memorandum and articles of association.Any such issuances would dilute the interest of ourshareholders and likely present other risks”on page 80,“Risk Factors Risks Relating to Sponsor HoldCo,Sponsor HoldCo Investors and Management Team The value of the founder shares follow

72、ing completion of ourinitial business combination is likely to be substantially higher than the nominal price paid for them,even if thetrading price of our ordinary shares at such time is substantially less than$10.00 per share”on page 92 and“Risks Relating to Our Securities Sponsor HoldCo paid an a

73、ggregate of$25,000,or approximately$0.004 perfounder share and,accordingly,you will experience immediate and substantial dilution from the purchase of ourClass A ordinary shares”on page 81 and“Proposed Business Our Sponsor”on page 119 for moreinformation.Members of our management team and our indepe

74、ndent directors will directly or indirectly own our ordinaryshares and/or warrants to purchase our ordinary shares following this offering and,accordingly,may have aconflict of interest in determining whether a particular target business is an appropriate business with which toeffectuate our initial

75、 business combination.Our directors and officers are not required to commit any specifiedamount of time to our affairs,2025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm6/231

76、TABLE OF CONTENTSand,accordingly,will have conflicts of interest in allocating management time among various business activities,including identifying potential business combinations and monitoring the related due diligence.Furthermore,ourdirectors and officers presently have,and any of them in the

77、future may have,additional,fiduciary or contractualobligations to other entities pursuant to which such officer or director is or will be required to present a businesscombination opportunity to such entity.See“Summary Potential Conflicts”on page 15 and“Management Conflicts of Interest”on page 150.C

78、ommencing on the date that our securities are first listed on The Nasdaq Global Market(“Nasdaq”)under thesymbol“RTACU”,through the earlier of consummation of our initial business combination and our liquidation,we will pay Sponsor HoldCo or an affiliate thereof a total of$25,000 per month for office

79、 space,utilities,secretarial and administrative support services provided to members of our management team and other expensesand obligations of Sponsor HoldCo.See“Summary Our Sponsor”on page 3 for more information.Additionally,we will pay Ian Rhodes,our Chief Financial Officer,approximately$6,000 p

80、er month in salary forservices provided to us prior to the consummation of our initial business combination,pursuant to an agreementwe have entered into with Brio Financial Group,as further described in this prospectus.See“Summary Limited payments to insiders”on page 43 for more information.Further,

81、upon the completion of this offering,we will issue Sponsor HoldCo a Working Capital Convertible Notein the principal amount of up to$442,500(or up to$639,375 if the underwriters over-allotment option isexercised in full),which we may draw down in our sole discretion,from time to time.Any principal a

82、mountsoutstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares,at aconversion price per share equal to the lower of(i)$8.00 and(ii)the volume weighted average price of the ClassA ordinary shares for the 20 trading days ending on the trading day prior to th

83、e date on which the loans areconverted(the“Note Conversion VWAP”),at the option of Sponsor HoldCo.Additionally,Sponsor HoldCo,Sponsor HoldCo Investors,any of their respective affiliates or certain of our directors and officers may makeworking capital loans,up to$1,500,000 of which may be converted i

84、nto Class A ordinary shares,at a conversionprice per share equal to the lower of(i)$8.00 per share and(ii)the Note Conversion VWAP,at the option of thelender.Any shares issued upon conversion of the Working Convertible Note or the Additional Working CapitalLoans will be identical to the Class A ordi

85、nary shares that are sold as a part of the units of this offering.Theconversion of the Working Capital Convertible Note or Additional Working Capital Loans into Class A ordinaryshares may result in material dilution to our public shareholders if the conversion price of such loans issignificantly les

86、s than the market price of our shares at the time such loans are converted.The following table illustrates the difference between the public offering price per Class A ordinary share and ournet tangible book value per Class A ordinary share(“NTBV”),as adjusted to give effect to this offering andassu

87、ming the redemption of our public shares at varying levels.See“The Offering Dilution”and“Dilution”formore information.As of December 31,2024Offering Price of$10.00 per Unit 25%of MaximumRedemptions 50%of MaximumRedemptions 75%of MaximumRedemptions MaximumRedemptionsNTBV DifferencebetweenNTBVandOffer

88、ingPrice NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOfferingPriceAssuming Full Exercise of Over-Allotment Option7.53 2.47 6.93 3.07 5.95 4.05 4.06 5.94 (1.08)11.08Assuming No Exercise o

89、f Over-Allotment Option7.53 2.47 6.93 3.07 5.95 4.05 4.06 5.94 (1.07)11.07 Prior to this offering,there has been no public market for our units,Class A ordinary shares or public warrants.We intend to apply to list our units on Nasdaq under the symbol“RTAC U”on or promptly after the date of thisprosp

90、ectus.We cannot guarantee that our securities will be approved for listing on Nasdaq.The Class A ordinaryshares and public warrants constituting the units will begin separate trading on the 52nd day following the date ofthis prospectus(or,if such date is not a business day,the following business day

91、)unless Clear Street LLC,therepresentative of the underwriters in this offering(“Clear Street”),informs us of its decision to allow earlierseparate trading,subject to our having filed a Current Report on Form 8-K with the Securities and ExchangeCommission(the“SEC”)containing an audited balance sheet

92、 of the company reflecting our receipt of the grossproceeds of this offering and issuing a press release announcing when such separate trading will begin.Once thesecurities constituting the units begin separate trading,we expect that the Class A ordinary shares and warrantswill be listed on Nasdaq u

93、nder the symbols“RTAC”and“RTAC W,”respectively.2025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm7/231TABLE OF CONTENTS Price to Public Underwriting Discountsand Commissions(

94、1)Proceeds,BeforeExpenses,to UsPer Unit$10.00$0.40$9.60Total$175,000,000$7,000,000$168,000,000 (1)Including(a)$0.05 per unit sold in the offering,or$875,000 in the aggregate,payable upon the closing of this offering(whether or notthe underwriters over-allotment option is exercised);and(b)up to$0.35

95、per unit sold in the offering,or up to$6,125,000 in theaggregate(or up to$7,043,750 if the overallotment option is exercised in full)payable to the underwriters in this offering based on thepercentage of funds remaining in the trust account after redemptions of public shares,for deferred underwritin

96、g commissions to beplaced in a trust account located in the United States and released to the underwriters only upon the completion of an initial businesscombination.See“Underwriting”for a description of compensation and other items of value payable to the underwriters.Of the proceeds we receive fro

97、m this offering and the sale of the private placement warrants described in thisprospectus,$175.4 million or$201.8 million if the underwriters over-allotment option is exercised in full($10.025 per unit),will be deposited into a U.S.-based trust account maintained with Odyssey Transfer and TrustComp

98、any acting as trustee.Except with respect to interest earned on the funds held in the trust account(less up to$100,000 interest to pay dissolution expenses)that may be released to us to pay our franchise and income taxes,if any,and subject to sufficient interest to cover such withdrawals(which we re

99、fer to such withdrawals as“Permitted Withdrawals”as further described herein),the funds held in the trust account will not be released fromthe trust account until the earliest to occur of:(1)our completion of an initial business combination;(2)theredemption of any public shares properly submitted in

100、 connection with a shareholder vote to amend our amendedand restated memorandum and articles of association(A)to modify the substance or timing of our obligation toallow redemption in connection with our initial business combination or to redeem 100%of our public shares ifwe do not complete our init

101、ial business combination within 24 months from the closing of this offering(or up to30 months from the closing of this offering,if we extend the period of time to consummate a businesscombination by the full amount of time,as described in more detail in this prospectus)or(B)with respect to anyother

102、provision relating to shareholders rights or pre-initial business combination activity;and(3)theredemption of our public shares if we have not completed an initial business combination within 24 months fromthe closing of this offering(or up to 30 months from the closing of this offering if we extend

103、 the period of time toconsummate a business combination by the full amount of time,as described in more detail in this prospectus)orduring any extended time that we have to consummate a business combination beyond 30 months as a result of ashareholder vote to amend our amended and restated memorandu

104、m and articles of association,subject toapplicable law.To the extent the interest earned on the trust account is not sufficient to pay our income taxes wewill not release funds from the trust to pay such taxes and we expect to make such payments from the funds heldoutside of the trust account.Our sh

105、areholders can vote at any time to amend our amended and restatedmemorandum and articles of association to extend the amount of time we will have to complete an initialbusiness combination and there is no limit on the number of times our shareholders can vote to amend ouramended and restated memoran

106、dum and articles of association to extend the amount of time we will have tocomplete an initial business combination and any such extension may be for any amount of time.We refer to suchextension as a result of a shareholder vote to amend our amended and restated memorandum and articles ofassociatio

107、n as an“Extension Period”.The proceeds deposited in the trust account could become subject to theclaims of our creditors,if any,which could have priority over the claims of our public shareholders.The underwriters are offering the units for sale on a firm commitment basis.The underwriters expect tod

108、eliver the units to the purchasers on or about,2025.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Anyrepresentation to the contrary is a criminal offense.No

109、invitation,whether directly or indirectly,may be made to the public in the Cayman Islands to subscribefor our securities.Sole Book-Running ManagerClear Street,20252025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/

110、000114036125017442/ny20045296x4_s1a.htm8/231TABLE OF CONTENTSTABLE OF CONTENTS SUMMARY 1THE OFFERING 20SUMMARY FINANCIAL DATA 52CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORSUMMARY 53RISK FACTORS 54USE OF PROCEEDS 102DIVIDEND POLICY 107DILUTION 108CAPITALIZATION 110MANAGEMENTS

111、 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 112PROPOSED BUSINESS 119MANAGEMENT 144PRINCIPAL SHAREHOLDERS 155CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 159DESCRIPTION OF SECURITIES 162INCOME TAX CONSIDERATIONS 181UNDERWRITING 192LEGAL MATTERS 200EXPERTS 200WHERE

112、 YOU CAN FIND ADDITIONAL INFORMATION 200INDEX TO FINANCIAL STATEMENTS F-1 We are responsible for the information contained in this prospectus.We have not,and the underwriters have not,authorized anyone to provide you with information that is different from or inconsistent with that contained in this

113、prospectus.We are not,and the underwriters are not,making an offer to sell securities in any jurisdiction where theoffer or sale is not permitted.You should not assume that the information contained in this prospectus is accurate asof any date other than the date on the front of this prospectus.Thro

114、ugh and including,2025(the 25th day after the date of this prospectus),all dealers effectingtransactions in these securities,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to a dealers obligation to deliver a prospectus when acting as an und

115、erwriter and with respect toan unsold allotment or subscription.TrademarksThis prospectus contains references to trademarks and service marks belonging to other entities.Solely forconvenience,trademarks and trade names referred to in this prospectus may appear without the or TM symbols,but such refe

116、rences are not intended to indicate,in any way,that the applicable licensor will not assert,to the fullestextent under applicable law,its rights to these trademarks and trade names.We do not intend our use or display ofother companies trade names,trademarks or service marks to imply a relationship w

117、ith,or endorsement orsponsorship of us by,any other companies.i2025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm9/231TABLE OF CONTENTSSUMMARYThis summary only highlights the

118、 more detailed information appearing elsewhere in this prospectus.You shouldread this entire prospectus carefully,including the information under“Risk Factors”starting on page 54 and ourfinancial statements and the related notes included elsewhere in this prospectus,before investing.Unless otherwise

119、 stated in this prospectus or the context otherwise requires,references to:“Additional Working Capital Loans”are to the loans that Sponsor HoldCo or an affiliate of the SponsorHoldCo,or certain of the our officers and directors may,but are not obligated provide to us in order tofinance transactions

120、costs in connection with an intended initial business combination,up to$1,500,000 ofwhich may be converted into Class A ordinary shares,at the option of Sponsor HoldCo;“amended and restated memorandum and articles of association”are to our amended and restatedmemorandum and articles of association t

121、o be in effect upon completion of this offering;“Clear Street”are to Clear Street LLC,the representative of the underwriters in this offering;“Companies Act”are to the Companies Act(As Revised)of the Cayman Islands as the same may beamended from time to time;“directors”are to our directors named in

122、this prospectus;“Extension Period”are to extensions to the amount of time we will have to complete an initial businesscombination pursuant to an amendment to our amended and restated memorandum and articles ofassociation as voted by our shareholders.There is no limit on the number of times our share

123、holders canvote to amend our amended and restated memorandum and articles of association to extend the amount oftime we will have to complete an initial business combination and any such extension may be for anyamount of time;“founder shares”are to our Class B ordinary shares initially purchased by

124、Sponsor HoldCo,(i)1,443,182of which may be sold to non-Sponsor investors at an aggregate purchase price of$3,500,000 and(ii)700,000 of which will be transferred to our independent directors and certain of our advisors and officers,for their services,prior to the effectiveness of the registration sta

125、tement of which this prospectus forms apart,and our Class A ordinary shares that will be issued upon conversion thereof as provided herein;“GCAG”are to Global Client Advisory Group,a Cayman Islands exempted company controlled by EricSwider;”are to,a controlled by Devin Nunes;“initial shareholders”ar

126、e to Sponsor HoldCo,including any indirect holders of founder shares,throughownership of membership interests in Sponsor HoldCo,which interests represent an interest in the foundershares,and other holders of our founder shares prior to this offering,including,but not limited to,ourindependent direct

127、ors and the non-Sponsor investors;“letter agreement”are to the letter agreement,the form of which will be filed as an exhibit to theregistration statement of which this prospectus forms a part;“management”or our“management team”are to our directors and officers;“New RTAC”are to Renatus Tactical Acqu

128、isition Corp I from and after the business combination;“non-Sponsor investors”are to certain institutional investors(none of which are affiliated with anymember of our management,Sponsor HoldCo Investors or any other investor)that have expressed aninterest to purchase up to 1,443,182 founder shares

129、from Sponsor HoldCo for an aggregate purchase priceof$3,500,000 and to receive up to 721,591 private placement warrants from us upon the consummation ofthe private placement that will close simultaneously with the closing of this offering;“ordinary shares”are to our Class A ordinary shares and our C

130、lass B ordinary shares;“Permitted Withdrawals”means amounts to be withdrawn from the trust account to pay our franchise andincome taxes,provided that all permitted withdrawals can only be made(x)from interest earned(less upto$100,000 interest to pay dissolution expenses)and not from the principal he

131、ld in the trust account and(y)only to the extent such interest is in amount sufficient to cover the permitted withdrawal amount;12025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1

132、a.htm10/231TABLE OF CONTENTS“private placement warrants”are to the warrants to be issued to Sponsor HoldCo and the non-Sponsorinvestors in a private placement to occur simultaneously with the closing of this offering,which privateplacement warrants are identical to the public warrants,subject to cer

133、tain limited exceptions described inthis prospectus,including,but not limited to,the number of shares of Class A ordinary shares underlyingeach warrant;“public shareholders”are to the holders of our public shares,including Sponsor HoldCo,Sponsor HoldCoInvestors,the non-Sponsor investors,and our dire

134、ctors and officers to the extent such persons purchasepublic shares,provided their status as a“public shareholder”shall only exist with respect to such publicshares;“public shares”are to our Class A ordinary shares sold as part of the units in this offering(whether theyare purchased in this offering

135、 or thereafter in the open market);“public warrants”are to our warrants sold as part of the units in this offering(whether they are purchasedin this offering or thereafter in the open market);“Sponsor HoldCo”are to International SPAC Management Group I LLC,a Cayman Islands limitedliability company,f

136、ormed by GCAG on July 3,2024,which(i)currently holds all of the founder shares,(ii)upon consummation of the private placement that will close simultaneously with the closing of thisoffering,will hold 3,500,000 private placement warrants and(iii)simultaneously with the closing of thisoffering,will be

137、 issued a Working Capital Convertible Note in the principal amount of up to$442,500(orup to$639,375 if the underwriters over-allotment option is exercised in full);“Sponsor HoldCo Investors”are to Global Client Advisory Group and;“warrants”are,collectively,to the public warrants and the private plac

138、ement warrants;“warrant agreement”are to our warrant agreement governing the warrants,the form of which will be filedas an exhibit to the registration statement of which this prospectus forms a part;“we,”“us,”“our,”“Company”or our“company”are to Renatus Tactical Acquisition Corp I,aCayman Islands ex

139、empted company;“Working Capital Convertible Note”are to the convertible promissory note,the form of which is filed asan exhibit to the registration statement of which this prospectus forms a part,to be issued to SponsorHoldCo simultaneously with the closing of this offering in the principal amount o

140、f up to$442,500(or upto$639,375 if the underwriters over-allotment option is exercised in full),all of which may be convertedinto Class A,ordinary shares at the option of Sponsor HoldCo;and“$,”“US$”and“U.S.dollar”are to the United States dollar.All references in this prospectus to shares of the Comp

141、any being forfeited shall take effect as surrenders for noconsideration of such shares as a matter of Cayman Islands law.All references to the conversion of our Class Bordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the correspondingClass A ordinary

142、shares as a matter of Cayman Islands law.Any share dividends described in this prospectus shalltake effect as share capitalizations as a matter of Cayman Islands law.Unless we tell you otherwise,the informationin this prospectus assumes that the underwriters will not exercise its over-allotment opti

143、on and assumes theforfeiture by Sponsor HoldCo(and the other holders thereof as applicable)of an aggregate of 762,097 foundershares.Our CompanyWe are a blank check company,incorporated as a Cayman Islands exempted company whose business purpose is toeffect a merger,share exchange,asset acquisition,s

144、hare purchase,reorganization or similar business combinationwith one or more businesses,which we refer to throughout this prospectus as our initial business combination.Wehave not selected any specific business combination target and we have not,nor has anyone on our behalf,engagedin any substantive

145、 discussions,directly or indirectly,with any business combination target with respect to an initialbusiness combination with us.We have generated no revenues to date and we do not expect that we will generateoperating revenues at the earliest until we consummate our initial business combination.Memb

146、ers of our management team worked together as executive officers or members of the board of directors ofDigital World Acquisition Corp.(“DWAC”),which completed its initial public offering in September 2021 and22025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm

147、https:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm11/231TABLE OF CONTENTSconsummated its initial business combination with Trump Media&Technology Group Corp.(“TMTG”)(NASDAQ:DJT)in March 2024,approximately 31 months after its initial public offering.Approximately 0

148、.1%ofDWACs public shares were redeemed during the seven three-month extensions,and approximately 0.02%ofDWACs public shares were redeemed in connection with the consummation of its initial business combination withTMTG.As of May 2,2025,TMTGs stock price was$25.47.While we may pursue an initial busin

149、ess combination target in any industry,sector or geographic region,we intendto focus our search on high potential businesses based in the United States in the cryptocurrency and blockchain,data security and dual use technologies markets.We intend to capitalize on the ability of our management team t

150、oidentify,acquire and operate a business or businesses that can benefit from our management teams establishedglobal relationships,sector expertise and active management and operating experience.Our focus will be onidentifying a management team who has demonstrated clear operating expertise over the

151、past two years,with a focuson growing revenues,while operating with demonstrated control over operating costs and preservation of cash.Our SponsorOur sponsor is International SPAC Management Group I LLC,a Cayman Islands limited liability company,whichwe refer to as“Sponsor HoldCo.”The managing membe

152、r of Sponsor HoldCo is GCAG,that is controlled by EricSwider,and controls the management of Sponsor HoldCo,including the exercise of voting and investment discretionover the securities of our company held by Sponsor HoldCo.GCAG owns a 50%economic interest in the foundershares held by Sponsor HoldCo

153、and 100%of the private placement warrants held by Sponsor HoldCo and(together with GCAG,the“Sponsor HoldCo Investors”),an entity controlled by Mr.Devin Nunes,owns theremaining 50%of the economic interest in the founder shares held by Sponsor HoldCo.As of the date hereof,otherthan Messrs.Swider and N

154、unes,no other person has a direct or indirect material interest in Sponsor HoldCo.On July 30,2024,our sponsor entered into a subscription agreement with us to purchase 9,583,333 founder sharesfor an aggregate purchase price of$25,000,or approximately$0.003 per share.On March 13,2025,SponsorHoldCo su

155、rrendered for cancellation 3,740,591 founder shares held by it for no consideration.Accordingly,SponsorHoldCos initial investment in us of$25,000 resulted in an effective purchase price of$0.004 per share for the5,842,742 founder shares held by it(up to 762,097 of which will be subject to forfeiture

156、 depending on the extent towhich the underwriters over-allotment option is exercised).Due to the low purchase price of the founder shares,the sponsor may have more of an economic incentive for us toenter into an initial business combination with a riskier,weaker-performing or financially unstable bu

157、siness,or anentity lacking an established record of revenues or earnings,than would be the case if such parties had paid the fulloffering price for their founder shares.The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or inconnection with

158、the completion of our initial business combination and the securities issued and to be issued by us toour sponsor or its affiliates:Entity/Individual Amount of Compensation to beReceived or Securities Issued or to be Issued Consideration Paid or to be PaidSponsor HoldCo Commencing on the closing of

159、this offering,$25,000per month.Office space and administrative supportservices.5,080,645 ordinary shares(1)(2)(5)$25,000 3,500,000 private placement warrants(1)(3)$3,500,000 Up to$300,000 in principal amount Repayment of loans made to us by oursponsor to cover offering-related andorganizational expe

160、nses.Up to$442,500(or up to$639,375 if theunderwriters over-allotment option is exercised infull)in principal amount under a Working CapitalConvertible Note may be convertible into Class Aordinary shares at a conversion price per share equalto the lower of(i)$8.00 per share and(ii)the NoteConversion

161、 VWAP(4)Working capital loans to financetransaction costs in connection with anintended initial business combination.32025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm12/231

162、TABLE OF CONTENTS Entity/Individual Amount of Compensation to beReceived or Securities Issued or to be Issued Consideration Paid or to be Paid Up to$1,500,000 in Additional Working CapitalLoans may be convertible into Class A ordinaryshares at a conversion price per share equal to thelower of(i)$8.0

163、0 and(ii)the Note ConversionVWAP(5)Working capital loans to financetransaction costs in connection with anintended initial business combination.Reimbursement for any out-of-pocket expensesrelated to identifying,investigating and completingan initial business combination Services in connection with i

164、dentifying,investigating and completing an initialbusiness combination.Ian Rhodes$6,000 per month Chief Financial Officer services.(1)Assumes no exercise of the over-allotment option and the full forfeiture of 762,097 shares that are subject to forfeiture by our initialshareholders depending on the

165、extent to which the underwriters over-allotment option is exercised.The Class B ordinary shares and theClass A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to ourpublic shareholders due to the nominal price of$0.004 per sha

166、re at which our sponsor purchased the Class B ordinary shares and/or theanti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-onebasis upon conversion.Our sponsor,directors and officers and their affiliates may receive

167、additional compensation and/or may be issuedadditional securities in connection with an initial business combination,including securities that may result in material dilution to publicshareholders.See“Risk Factors The nominal purchase price paid by Sponsor HoldCo for the founder shares may result in

168、 significantdilution to the implied value of your public shares upon the consummation of our initial business combination.”on page 91,“RisksRelating to our Securities We may issue additional Class A ordinary shares or preference shares to complete our initial businesscombination or under an employee

169、 incentive plan after completion of our initial business combination.We may also issue Class A ordinaryshares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combinationas a result of the anti-dilution provisions contained in

170、our amended and restated memorandum and articles of association.Any suchissuances would dilute the interest of our shareholders and likely present other risks.”on page 80,and“Sponsor HoldCo paid anaggregate of$25,000,or approximately$0.004 per founder share and,accordingly,you will experience immedi

171、ate and substantial dilutionfrom the purchase of our Class A ordinary shares.”on page 81.(2)The non-Sponsor investors have expressed an interest to purchase up to 1,443,182 founder shares from Sponsor HoldCo for an aggregatepurchase price of$3,500,000.(3)As additional consideration to induce certain

172、 of the non-Sponsor investors to purchase founder shares from Sponsor HoldCo,SponsorHoldCo will direct us to issue an aggregate of 721,591 of the 3,500,000 private placement warrants it is purchasing in the private placementfrom us to such non-Sponsor investors upon the consummation of the private p

173、lacement that will close simultaneously with the closing ofhis offering,at no additional cost to such non-Sponsor investors.(4)Upon the completion of this offering,we will issue Sponsor HoldCo a Working Capital Convertible Note in the principal amount of up to$442,500(or up to$639,375 if the underwr

174、iters over-allotment option is exercised in full),which we may draw down in our solediscretion,from time to time,to finance transaction costs in connection with an intended initial business combination.Any principalamount outstanding under the Working Capital Convertible Note may be converted into C

175、lass A ordinary shares,at a conversion price pershare equal to the lower of(i)$8.00 per share and(ii)the Note Conversion VWAP.See“Description of Securities Ordinary Shares”onpage 162.The conversion price of the of the Working Capital Convertible Note may be significantly less than the market price o

176、f our sharesat the time such loan is converted.Any amount that is not converted into Class A ordinary shares will be repaid in cash on the maturity date.The maturity date of the Working Capital Convertible Note will be the earlier of(i)Lock-up Expiration Date and(ii)the date that ourwinding up becom

177、es effective.(5)After the completion of this offering,our board of directors may approve Additional Working Capital Loans for the purpose of fundingworking capital,which loans up to$1,500,000 of which may be converted into Class A ordinary shares,at a conversion price per shareequal to the lower of(

178、i)$8.00 per share and(ii)the Note Conversion VWAP.The conversion price of the working capital loans may besignificantly less than the market price of our shares at the time such loans are converted.See“Description of Securities OrdinaryShares”on page 162.(6)Includes 700,000 shares which will be tran

179、sferred to our independent directors and certain of our advisors and officers,prior to thisoffering.Because our sponsor acquired the founder shares at a nominal price of approximately$0.004,our publicshareholders will incur immediate and substantial dilution upon the closing of this offering,assumin

180、g no value isascribed to the warrants included in the units.Additionally,the Class A ordinary shares issuable in connection withthe conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an

181、issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.Further,the Class A ordinary shares issuable in connection with the exercise of theprivate placement warrants and the Class A ordinary shares issuable in connection with the conversion of theWorking Capital Conver

182、tible Note(as described in this prospectus),and any Additional Working Capital Loans(asdescribed in this prospectus),may result in material dilution to our public shareholders if the$11.50 exercise priceof the private placement warrants or the conversion price of such loans is significantly less tha

183、n the market price ofour shares at the time such private placement warrants are exercised or such loans are converted.See“Risk Factors Risks42025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny2

184、0045296x4_s1a.htm13/231TABLE OF CONTENTSRelating to our Securities The value of the founder shares following completion of our initial businesscombination is likely to be substantially higher than the nominal price paid for them,even if the trading price of ourordinary shares at such time is substan

185、tially less than$10.025 per share.on page 91 and See“Description ofSecurities Ordinary Shares”on page 162.Pursuant to a letter agreement to be entered with us,each of our initial shareholders,directors and officers hasagreed to restrictions on its ability to transfer,assign,or sell the founder share

186、s and private placement warrants,assummarized in the table below.SubjectSecurities Expiration Date Natural Personsand EntitiesSubject toRestrictions Exceptions to TransferRestrictionsFounder Shares 90%of the founder shares will besubject to transfer restrictionspursuant to lock-up provisions inthe l

187、etter agreement,which transferrestrictions shall remain in effectuntil the earlier of(x)six monthsafter the date of the consummationof our initial business combinationor(y)subsequent to our initialbusiness combination(A)if the lastreported sale price of our Class Aordinary shares equals or exceeds$1

188、2.50 per share(as adjusted forshare sub-divisions,sharedividends,rights issuances,reorganizations,recapitalizationsand the like)for any 20 tradingdays within any 30-trading dayperiod,commencing at least 150days after our initial businesscombination(B)or the date onwhich we complete a liquidation,mer

189、ger,share exchange,reorganization or other similartransaction that results in all of ourpublic shareholders having the rightto exchange their ordinary sharesfor cash,securities or otherproperty(such date on which thefounder shares are no longersubject to restriction,the“Lock-upExpiration Date”).Inte

190、rnationalSPACManagementGroup I LLCNon-SponsorinvestorsEric SwiderDevin G.NunesJeffrey SmithMatan FattalRandy Lambert Transfers of the founder shares,private placement warrants andordinary shares issuable uponexercise or conversion of theprivate placement warrants or thefounder shares and that are he

191、ld bythe sponsor,officers and directorsare permitted to(a)(i)SponsorHoldCos members,(ii)thedirectors,officers,advisors orconsultants of the Company,(iii)any affiliates or familymembers of the directors,officers,advisors,or consultants of theCompany,(iv)any members orpartners of Sponsor HoldCo orthei

192、r affiliates and funds andaccounts advised by such membersor partners,Sponsor HoldCosmembers or their respectiveaffiliates,or any affiliates ofSponsor HoldCo,SponsorHoldCos members,or anyemployees of such affiliates,(b)inthe case of an individual,by gift toa member of the individualsimmediate family

193、 or to a trust,thebeneficiary of which is a memberof the individuals immediatefamily,an affiliate of such person,or to a charitable organization;(c)in the case of an individual,byvirtue of laws of descent anddistribution upon death of theindividual;(d)in the case of anindividual,pursuant to a qualif

194、ieddomestic relations order;(e)in thecase of a trust by distribution to oneor more permissible beneficiariesof such trust;(f)by private sales orin connection with theconsummation of a businesscombination at prices no greaterthan the price at which 52025/5/10 23:03sec.gov/Archives/edgar/data/2035173/

195、000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm14/231TABLE OF CONTENTS SubjectSecurities Expiration Date Natural Personsand EntitiesSubject toRestrictions Exceptions to TransferRestrictions the securities were originallypu

196、rchased;(g)to us for no valuefor cancellation in connection withthe consummation of our initialbusiness combination;(h)in theevent of our liquidation prior to ourcompletion of our initial businesscombination;(i)by virtue of thelaws of the Cayman Islands,byvirtue of Sponsor HoldCosmemorandum and arti

197、cles ofassociation or other constitutional,organizational or formationaldocuments,as amended,upondissolution of Sponsor HoldCo,orby virtue of the constitutional,organization or formationaldocuments of a subsidiary ofSponsor HoldCo that holds therelevant securities,upon liquidationor dissolution of s

198、uch subsidiary;or(j)in the event of our completion ofa liquidation,merger,shareexchange,reorganization or othersimilar transaction which results inall of our shareholders having theright to exchange their Class Aordinary shares for cash,securitiesor other property subsequent to ourcompletion of our

199、initial businesscombination;provided,however,that in the case of clauses(a)through(j)these permittedtransferees must enter into a writtenagreement agreeing to be bound bythese transfer restrictions.PrivatePlacementWarrants 30 days after the completion of ourinitial business combination International

200、SPACManagementGroup I LLCNon-SponsorinvestorsEric SwiderDevin G.Nunes Same as above In addition,pursuant to such letter agreement,we,our sponsor,the non-Sponsor investors and our officers anddirectors have agreed that,for a period of 180 days from the date of this prospectus,we and they will not,wit

201、houtthe prior written consent of the representative,(i)sell,offer to sell,contract or agree to sell,hypothecate,pledge,grant any option to purchase or otherwise dispose of or agree to dispose of,directly or indirectly,or establish orincrease a put equivalent position or liquidate or decrease a call

202、equivalent position within the meaning ofSection 16 of the Exchange Act with respect to any ordinary shares or any securities convertible into,or exercisable,or exchangeable for,ordinary shares,(ii)enter into any swap or other arrangement that transfers to another,in wholeor in part,any62025/5/10 23

203、:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm15/231TABLE OF CONTENTSof the economic consequences of ownership of any ordinary shares or any securities convertible into,or exercisabl

204、e,or exchangeable for,ordinary shares,whether any such transaction is to be settled by delivery of such securities,incash or otherwise,or(iii)publicly announce any intention to effect any transaction specified in clause(i)or(ii),provided,however,that the foregoing will not apply to(i)the forfeiture

205、of founder shares pursuant to their terms,(ii)to the transfer of any founder shares to any of our current or future independent directors for their board service(aslong as such current or future independent director transferee becomes subject to the letter agreement or anagreement with terms as rest

206、rictive as those in the letter agreement,as applicable to our directors and officers at thetime of such transfer;and as long as,to the extent any reporting obligation pursuant to Section 16 of the ExchangeAct(“Section 16”)is triggered as a result of such transfer,any related filing pursuant to Secti

207、on 16 includes apractical explanation as to the nature of the transfer)or(iii)to the sale,hypothecation,pledge,grant assignment ortransfer of the Working Capital Convertible Note,or any Class A ordinary shares issuable upon conversion of suchnote(as further described in this prospectus),to any trans

208、feree(as long as such transferee is subject to the letteragreement or an agreement with terms as restrictive as those in the letter agreement,as applicable to all initialshareholders at the time of such transfer).The representative in its sole discretion may release any of the securitiessubject to t

209、he lock-up agreement at any time without notice,other than in the case of the officers and directors,which shall be with notice.Our sponsor,officers and directors are also subject to separate transfer restrictions on thefounder shares directly or indirectly held by them pursuant to the letter agreem

210、ent as described herein.The letter agreement also provides that if we seek to consummate an initial business combination by means of atender offer,Sponsor HoldCo,the non-Sponsor investors and our officers and directors will not sell or tender any ofour shares held by them in connection with such ten

211、der offer.To the extent any such party to the letter agreementbreaches this obligation to refrain from selling or tendering the shares held by them,Sponsor HoldCo shall have theright to acquire any founder shares beneficially owned by such breaching party.Further,to the extent the breachingparty has

212、 transferred its founder shares to another person and is therefore not able to return the founder shares toSponsor HoldCo,the breaching party shall be obligated to pay Sponsor HoldCo an amount in cash equal to theproduct of$10.00 multiplied by the number of transferred founder shares.Our sponsor int

213、ends to leverage the extensive experience of our management team and our board of directors innavigating and scaling diverse businesses within the financial services and technology sectors,as well as inidentifying and acquiring high-potential businesses through special purpose acquisition companies(

214、“SPACs”).Mr.Eric Swider,our Chief Executive Officer,has a strong track record in the SPAC space,having served as ChiefExecutive Officer of Digital World Acquisition Corp.(“DWAC”),where he played a pivotal role in steering thecompany through its successful merger with Trump Media&Technology Group Cor

215、p.(“TMTG”).He also has overa decade of experience in executive leadership roles,including his role at RUBIDEX,a cutting-edge data securityfirm.His extensive background spans the oversight of complex legal,strategic and operational challenges acrossvarious industries,as well as hands-on involvement i

216、n launching and expanding investment platforms at firms likeGreat Bay Global and OHorizons Global.Mr.Devin Nunes,the Chairman of our board of directors,brings significant leadership experience from his role asChief Executive Officer of TMTG since 2022,following nearly two decades in the U.S.House of

217、 Representatives,where he served as the Republican leader and Chairman of the House Permanent Select Committee on Intelligence(HPSCI).He has been instrumental in key legislative achievements,including the 2017 tax overhaul,and has astrong focus on advancing healthcare in rural areas.His background i

218、n government and corporate leadership,coupled with his extensive network,positions him to contribute meaningfully to the strategic direction of SponsorHoldCo.Mr.Alexander Cano,our Chief Operating Officer,brings approximately two decades of operational and businessdevelopment experience to our core m

219、anagement team,particularly in the media and financial services industries.Asa former President and Secretary of DWAC and the Chief Operating Officer of Benessere Investment Group,Mr.Cano has extensive experience in driving corporate strategy,managing daily operations,and enhancing businessdevelopme

220、nt efforts.His earlier career includes pivotal roles at prominent media companies such as HBO,TiVo,andDIRECTV,where he was instrumental in developing sales strategies and negotiating key partnerships.We believe that the combined experience of Mr.Swider,Mr.Nunes and Mr.Cano,along with their extensive

221、network within the media,financial services and technology sectors,positions Sponsor HoldCo and GCAG tosuccessfully identify,structure,and acquire a compelling target business.In pursuing our strategy of creating astrong operating company capable of scaling up and generating free cash flow,we intend

222、 to add value to the targetbusiness through active engagement with its management team,enabling the company to leverage the benefits ofscale to grow and increase profitability.72025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar

223、/data/2035173/000114036125017442/ny20045296x4_s1a.htm16/231TABLE OF CONTENTSOur Management Team and Director NomineesOur management team is led by Eric Swider,our Chief Executive Officer,Ian Rhodes,our Chief Financial Officer,and Alexander Cano,our Chief Operating Officer,who intend to fulfill our c

224、orporate mission and also leverage theircomplementary experience and networks and our non-executive director nominees,as further described below.Eric Swider,Chief Executive OfficerEric S.Swider has served as our Chief Executive Officer,and as a member of our Board since March 2025.Mr.Swider previous

225、ly served as Chief Executive Officer of Digital World Acquisition Corp.(“DWAC”)fromJuly 2023 until March 2024.He previously served as DWACs Interim Chief Executive Officer from March 2023until July 2023 and as a director since September 2021.Mr.Swider has been serving as the Chief Executive Officero

226、f RUBIDEX since January 2020,a start-up company focusing on data security.Mr.Swider founded RenatusAdvisors and has been serving as the Managing Partner of Renatus LLC since June 2016.Renatus Advisors workswith private clients to resolve complex legal,strategic,and operational matters as well as pub

227、lic clients,providingservices related to disaster and economic recovery.From February 2021 to October 2022,Mr.Swider served as adirector of Benessere Capital Acquisition Corp.,a special purpose acquisition company.From September 2016 toJanuary 2018,Mr.Swider served as the Managing Director of Great

228、Bay Global where he oversaw the launch of anew business division focused on investing in alternative strategies.From December 2014 to June 2016,Mr.Swiderserved as the Managing Director of OHorizons Global,where he oversaw expansion of a new investment team andwas responsible for working on a global

229、basis to expand its client base and investment portfolio.From February2010 to December 2015,Mr.Swider served as the Managing Director of Oceano Beach Resorts,where he wasresponsible for growing its new property and resort management group.Mr.Swider received his education inMechanics Engineering and

230、Nuclear Science Studies at U.S.Naval Engineering and Nuclear A Schools,an intensivetwo-year program studying nuclear physics,heat transfer and fluid flow,advanced mathematical practices andengineering principles.We believe that Mr.Swider is well qualified to serve as a member of our board due to his

231、extensive experience in investment and corporate management and his strong track record in the SPAC space.Ian Rhodes,Chief Financial OfficerIan Rhodes has served as our Chief Financial Officer since March 2025.Ian Rhodes has been the Interim ChiefFinancial Officer of TNF Pharmaceuticals,Inc since Fe

232、bruary 1,2021.Mr.Rhodes has been a Director of BrioFinancial Group(“Brio”)since January 2021.From March 2020 to December 2020,Mr.Rhodes served as theInterim CFO of Roadway Moving and Storage.From November 2018 to July 2019,he served as Interim CFO ofGreyston Bakery and Foundation.From December 2016

233、to September 2018,Mr.Rhodes served as President,CEOand Director of GlyEco,Inc.,and served as CFO of GlyEco,Inc.from February 2016 to December 2016.FromMay 2014 to January 2016,he served as CFO of Calmare Therapeutics.Mr.Rhodes began his career atPricewaterhouseCoopers,where he worked for 15 years.Mr

234、.Rhodes received a Bachelor of Science degree inBusiness Administration with a concentration in Accounting from Seton Hall University and is a licensed CPA inNew York.Alexander E.Cano,Chief Operating OfficerAlexander E.Cano has served as our Chief Operating Officer since March 2025.Mr.Cano previousl

235、y served asPresident and Secretary of DWAC since April 2023.He served as the Chief Operating Officer for BenessereInvestment Group,an investment company,since June 2021 and was responsible for the daily operations of the firmand contributed to the development of the firms corporate strategy,as well

236、as services to multiple special purposeacquisition companies.Prior to that,Mr.Cano held the position of Vice President,Business Development&SalesStrategy for Global Media Fusion,a global media agency,from October 2020 to June 2021,where he wasresponsible for driving revenue by connecting major consu

237、mer brands with globally syndicated televisionsponsorships.From October 2018 through December 2019,Mr.Cano served as the General Manager for the HomeEquity division of Bankrate,a consumer financial services company.Prior to Bankrate,Mr.Cano was a negotiationconsultant with The Gap Partnership,from O

238、ctober 2016 to October 2018.Mr.Cano spent the first half of his careerin media companies,such as Sony Pictures Television International from 2003 to 2005,HBO from 2005 to 2008,TiVo from 2008 to 2010 and DIRECTV from 2010 to 2014.Mr.Cano received his B.S.B.A.in Finance fromAmerican University in Wash

239、ington D.C.The past performance of neither our directors and executive officers nor their affiliates,including DWAC or itsaffiliates,is a guarantee of either(i)success with respect to a business combination that may be consummated or82025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017

240、442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm17/231TABLE OF CONTENTS(ii)the ability to successfully identify and execute a transaction.You should not rely on the historical record ofmanagement or DWAC and its affiliates as indicative o

241、f future performance.See“Risk Factors Past performanceby our directors,executive officers and their affiliates,including DWAC or its affiliates,including investments andtransactions in which they have participated and businesses with which they have been associated,may not beindicative of future per

242、formance of an investment in us,and we may be unable to provide positive returns toshareholders.”For a list of our executive officers and entities for which a conflict of interest between such officersand the company may or does exist,please refer to“Management Conflicts of Interest.”Experience with

243、 Special Purpose Acquisition VehiclesOur management teams previous SPAC experience includes the founding of DWAC,which raised$287.5 million inSeptember 2021 and subsequently completed its initial business combination with TMTG(Nasdaq:DJT)inMarch 2024.In connection with that business combination,ther

244、e was$310.6 million in trust non-redemptions,$50 million in convertible debt financing,and$11.3 million(excluding the$287.5 million mentioned above)inequity was raised.Our Chief Executive Officer,Eric Swider,also served as a member of the board of directors of Benessere CapitalAcquisition Corp.(“BCA

245、C”),a SPAC which previously sought a business combination opportunity in thetechnology-focused middle market and emerging growth companies sector,with a geographical focus in North,Central and South America.In October 2022,BCAC.announced the redemption all of its outstanding common stockheld by its

246、public shareholders,and subsequently redeemed the full amount that was deposited in the trust accountand liquidated and dissolved the Company.Our Chief Operating Officer,Alex Cano,also served as the Chief Operating Officer for Benessere InvestmentGroup.As Chief Operating Officer of Benessere Investm

247、ent Group,Mr.Cano provided operational support tocertain SPACs affiliated with Benessere Investment Group,including DWAC,BCAC,Nubia Brand InternationalCorp.(“Nubia”)and BurTech Acquisition Corp.(“BTAC”),prior to each SPACs respective business combination.Nubia consummated a business combination with

248、 Honeycomb Battery Company in February 2024 and BTACconsummated a business combination with Blaize,Inc.in January 2025.In addition,Devin Nunes,who is expected to serve on our board of directors and as Chairman of our board ofdirectors,is expected to serve as a director of Yorkville Acquisition Corp.

249、,a blank check company formed for thepurpose of effecting a business combination that has not yet completed its initial public offering.Similarly,JeffreySmith,who is expected to serve on our board of directors,is expected to serve as a director of Global TerraAcquisition Corporation,a blank check co

250、mpany formed for the purpose of effecting a business combination thathas not yet completed its initial public offering.Market Opportunity and Business StrategyWhile we may pursue an initial business combination opportunity in any industry or sector(subject to certainlimitations described in this pro

251、spectus),we intend to focus on high potential businesses based in the United Stateswith an enterprise valuation between$500,000,000 and$5,000,000,000.To the extent the purchase price for anyacquisition to be paid in cash exceeds the net proceeds available to us,we may issue debt or equity to consumm

252、atethe acquisition.Such additional financing may come in the form of bank financings or preferred equity,commonequity or debt offerings or a combination of the foregoing.Our business strategy is to identify opportunities where a combination of capital,talent and network will improvethe customer expe

253、rience and drive value for all stakeholders.Our business strategy focuses on leveraging our provenmanagement team to execute our business strategy,improve profitability and demonstrate growth across mature andemerging markets.While we may enter into an initial business combination opportunity with a

254、 target business in any industry,there arethree primary areas of focus we will concentrate our efforts in:1.Cryptocurrency and Blockchain.The cryptocurrency market has evolved into a significant global assetclass,with a total market capitalization exceeding$1 trillion,driven by increasing institutio

255、nal adoptionand technological advancements.The global blockchain technology market size was estimated atUSD 31.28 billion in 2024 and is projected to grow at a CAGR of 90.1%from 2025 to 2030.The current administration has taken unprecedented steps to integrate digital assets into the nationalfinanci

256、al strategy.In January 2025,President Donald Trump issued Executive Order 14178,titled92025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm18/231TABLE OF CONTENTS“Strengthening

257、 American Leadership in Digital Financial Technology,”which prohibits the establishmentof a central bank digital currency(CBDC)and establishes a group tasked with proposing a federalregulatory framework for digital assets within 180 days.Furthermore,on March 6,2025,President Trumpsigned an executive

258、 order to create a“strategic bitcoin reserve”by stockpiling cryptocurrency assetsseized through law enforcement.The move,aimed at benefiting the digital assets industry,directs federalagencies to hold onto Bitcoin and develop budget-neutral strategies to acquire more,with no cost totaxpayers.Our tea

259、m brings extensive experience in digital assets,blockchain infrastructure,and regulatory and policymatters affecting the sector.With backgrounds spanning finance,technology,and public policy,ourleadership has been at the forefront of navigating the intersection of crypto innovation and governmentove

260、rsight.This expertise positions us well to identify and capitalize on opportunities within the evolvingdigital asset ecosystem,leveraging strategic insights,industry relationships,and a forward-thinkingapproach to drive value creation.2.Data Security.Traditionally data security has been nothing more

261、 than a buzz word.Major U.S.enterprises and government entities have struggled to find effective solutions to counter data breaches.Asthe world becomes more connected data has become much more ubiquitous,exposing much more thanjust sensitive data to these attacks.Americans are constantly bombarded w

262、ith notices of data breachviolations on an ever-increasing scale.This has led to a seismic shift in how society views data privacy aswe have capitulated and ceded a once sacred right to privacy.After major attacks on infrastructure,such as the Colonial Pipeline attack,governments and enterpriseshave

263、 realized that data security is no longer something that can be placated though public relations efforts.Over the next decade,an estimated$3 trillion USD is expected to be spent on data security and systemshardening.We believe that number could be materially higher.We also believe the solutions will

264、 comefrom emerging technologies that will challenge the narrative of the large corporations that are currentlyhiding behind a faade of big-name security as society is continuously paying the price for their failures.The need to protect critical infrastructure,financial systems and military applicati

265、ons is out pacing thedesire for corporations to shirk meaningful investment in exchange for profit margins and the ability tohide behind well-established failures and broken promises of the“trusted solutions.”The cost of attacks oncritical infrastructure and similar systems simply outweighs the savi

266、ngs from ignoring the issue.This willpotentially lead to opportunities in cutting edge technologies focused on real solutions.3.Dual Use Technologies.For many decades,the military industrial complex has focused on the profitableecosystems based on bombs,missiles and physical weapons systems.As these

267、 systems have become muchmore sophisticated and a heightened degree of global geopolitical concerns there is a need to continuerapid advancements surrounding dual use technologies.We believe that dual use technologies will be a rapidly expanding area of investment as the defense sectorcontinues to p

268、articipate and assist in developing technologies related to food supply safety,record and datasafety,hypersonic technologies,quantum solutions,edge protection and more.As these technologiescontinue to develop,they are finding wide applications throughout our society.A lot of this growth andareas of

269、focus can be easily tracked by studying data in the SBIR/STTR programs.Our management team has an extensive network of relationships that supports our capability to partner with publicand private companies,as well as with large financial sponsors.This network includes senior executives,investmentban

270、kers,private equity funds,venture capital firms,various investment professionals and owners of privatebusinesses.Our independent board members have been selected for their extensive sector and geographic expertise,operatingexperience,access to proprietary deal flow,strong relationships with governme

271、nt and business leaders andentrepreneurs and their ability to source attractive targets and assist us in implementing our business combinationstrategy.They have significant experience in senior government roles and have held senior leadership positions withcompanies where they have a strong track re

272、cord of creating shareholder value,organically and throughtransformational acquisitions or corporate restructurings,as well as extensive relationships with owners andoperators of companies within their respective industries.102025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20

273、045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm19/231TABLE OF CONTENTSWe believe that the networks and experience of our management team and independent board members provide uswith specific competitive advantages over other blank check companie

274、s in sourcing attractive targets for thefollowing reasons:First-class leadership team fueled by the combination of proven management team and Board of Directors.Our leadership team has extensive expertise across the target regions and sectors,with private and public boardexperience as well as a prov

275、en track record of generating value for investors across macroeconomic and industrycycles.Diverse global network drives sourcing of attractive opportunities.Our leadership team has a broad network of relationships in both the public and private sectors,with access to bothmature(U.S.and Europe)and em

276、erging markets(Asia,Latin America and Africa),which we believe will provide uswith a range of attractive potential business combinations.Proven track record of deploying technology in regulated businesses.Our management team has substantial experience in managing change and leveraging technology to

277、drive improvedbusiness performance across a broad range of sectors,including media,data,banking,logistics,wealth/assetmanagement and real estate.Their experience covers a diverse range of technology strategies,including both in-house development and joint-venture creation,and have a track-record of

278、successfully deploying these strategies inthe past.Demonstrated track-record of attracting talent and business scale-up.Our experienced leadership team has experience fostering a company culture which both attracts and retains talent.Our team has a strong track record of achieving sustained business

279、 growth as well as significant value creation forinvestors,with experience in leadership roles at prominent companies.Extensive experience of disciplined M&A.Our management team and independent board members have significant background in executing competitive,sizeable and complex transactions.The r

280、igorous and disciplined criteria we intend to use to assess potentialacquisitions derives from our leadership teams collective industry experience across a range of leading companies,which has provided them with a deep understanding of the market as well as expertise in scaling businesses.Competitiv

281、e StrengthsWe believe that we possess several competitive strengths to successfully source,evaluate and execute an initialbusiness combination.We believe that the background,operating history and experience of our management teamprovides us not only with access to a broad spectrum of investment oppo

282、rtunities,but also with the ability tosignificantly improve upon the operational and financial performance of a target business.Members of ourmanagement team have previously successfully funded a SPAC and subsequently completed an initial businesscombination with a high-quality target.Business Combi

283、nation CriteriaConsistent with our business strategy,we have identified the following general criteria and guidelines that webelieve are important in evaluating prospective target businesses.We intend to use these criteria and guidelines inevaluating business combination opportunities,although we ma

284、y decide to enter into our initial businesscombination with a target business that does not meet these criteria and guidelines.Qualities we look for inidentifying target businesses include but are not limited to the following:Large addressable market underpinning long-term growth prospects.We will s

285、eek to acquire one or more businesses with significant runway to capture market share in a largeaddressable market,with attractive long-term growth prospects,favorable secular trends and superior uniteconomics that can be further enhanced through diverse revenue drivers.We will evaluate companies wi

286、thsignificant potential to grow both organically and through strategic mergers and acquisitions.112025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm20/231TABLE OF CONTENTSBus

287、iness with significant revenue and earnings growth potential.We will seek to acquire one or more businesses with a leading market position in an attractive industry.We believescale and technological differentiation can provide a basis for superior competitive performance relative to industrypeers.Ou

288、r teams deep understanding of various industries as well as our experience in managing businesses andachieving sustainable growth is unparalleled when compared to other sources of equity and growth capital.Management team with a focus on generating profitable,long-term growth and operating free cash

289、 flow.We will seek to acquire one or more businesses with a management team that is focused on driving shareholdervalue through not only increasing revenues but by also demonstrating the ability to control operating costs anddelivering positive free cash flow in the future.Distinct business strength

290、s driving competitive differentiation and attractive unit economics.We will seek to acquire one or more businesses that has long-term,sustainable competitive differentiation coupledwith superior unit economics.We are focused on companies with strong business models and favorable sectortailwinds whic

291、h we believe can lead to durable and profitable growth.Scalable operations.We will seek to acquire one or more businesses that will be able to significantly scale its operations to takeadvantage of its opportunities.We intend to leverage our management teams experience in scaling businesses inorder

292、to help accelerate growth.Uncorrelated returns with minimal cyclicality risk.We will seek to acquire one or more businesses with limited susceptibility to cyclical risk and shifts in themacroeconomic environment.Reputable management team with well-defined vision and credible track record.We will see

293、k to acquire one or more businesses with a professional management team which has a clear andcompelling vision for the company,with skills that complement the expertise of our founders and whose interests arealigned with those of our investors.Where necessary,we may also look to complement and enhan

294、ce the capabilitiesof the target business management team by recruiting additional talent through our deep network of contacts.These criteria and guidelines are not intended to be exhaustive.Any evaluation relating to the merits of a particularinitial business combination may be based,to the extent

295、relevant,on these general criteria and guidelines as well asother considerations,factors and criteria that our management team may deem relevant.In the event that we decideto enter into our initial business combination with a target business that does not meet the above criteria andguidelines,we wil

296、l disclose that the target business does not meet the above criteria and guidelines in ourshareholder communications related to our initial business combination,which,as discussed in this prospectus,would be in the form of proxy solicitation materials or tender offer documents that we would file wit

297、h the SEC.Inaddition to any potential business candidates we may identify on our own,we anticipate that other target businesscandidates will be brought to our attention from various unaffiliated sources,including investment marketparticipants,private equity funds,and large business enterprises seeki

298、ng to divest non-core assets or divisions.Because there are numerous special purpose acquisition companies seeking to enter into an initial businesscombination with available targets,the competition for available targets with attractive fundamentals or businessmodels may increase,which could cause t

299、arget companies to demand improved financial terms.Attractive dealscould also become scarcer for other reasons,such as economic or industry sector downturns(including a negativepublic perception of mergers involving SPACs),geopolitical tensions,or increases in the cost of additional capitalneeded to

300、 close business combinations or operate targets post-business combination.Thus,our ability to identify andevaluate a target company may be impacted by significant competition among other special purpose acquisitioncompanies in pursuing business combination transaction candidates and significant comp

301、etition may impact theattractiveness of the acquisition terms that we will be able to negotiate.See“Risk Factors As the number ofSPACs evaluating targets increases,attractive targets may become scarcer and there may be more competition forattractive122025/5/10 23:03sec.gov/Archives/edgar/data/203517

302、3/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm21/231TABLE OF CONTENTStargets or such attractive targets may not be interested to consummate a business combination with a SPAC due to anegative public perception of merger

303、s involving SPACs.This could increase the cost of our initial businesscombination and could even result in our inability to find a target or to consummate an initial businesscombination”on page 61.Initial Business CombinationWe are not presently engaged in,and we will not engage in,any operations fo

304、r an indefinite period of time followingthis offering.We intend to effectuate our initial business combination using cash from the proceeds of this offeringand the private placement of the private placement warrants,the proceeds of the sale of our shares in connectionwith our initial business combin

305、ation(including pursuant to forward purchase agreements or backstop agreementswe may enter into following the consummation of this offering or otherwise),shares issued to the owners of thetarget,debt issued to bank or other lenders or the owners of the target,other securities issuances,or a combinat

306、ion ofthe foregoing.We may seek to complete our initial business combination with a company or business that may befinancially unstable or in its early stages of development or growth,which would subject us to the numerous risksinherent in such companies and businesses.We will provide our public sha

307、reholders with the opportunity to redeem all or a portion of their ordinary shares uponthe completion of our initial business combination either(i)in connection with a meeting of our shareholders calledto approve the business combination or(ii)without a shareholder vote by means of a tender offer.If

308、 we seekshareholder approval,we will complete our initial business combination only if we receive an ordinary resolutionunder the law of the Cayman Islands law and our amended and restated memorandum and articles of association,which requires the affirmative vote of at least a majority of the votes

309、cast by such shareholders as,being entitled todo so,vote in person or,where proxies are allowed,by proxy at the applicable general meeting of the company.Thedecision as to whether we will seek shareholder approval of a proposed business combination or conduct a tenderoffer will be made by us,solely

310、in our discretion,and will be based on a variety of factors such as the timing of thetransaction and whether the terms of the transaction would require us to seek shareholder approval under applicablelaw or stock exchange listing requirement.Pursuant to our amended and restated memorandum and articl

311、es of association,we will have until 24 months fromthe closing of this offering to consummate an initial business combination.However,if we anticipate that we maynot be able to consummate our initial business combination within 24 months,we may,by resolution of our board ofdirectors,extend the perio

312、d of time to consummate a business combination in two three-month increments(for atotal of 30 months)after the closing of this offering by depositing into the trust account,for each three-monthextension,$1,750,000,or up to$2,012,500 if the underwriters over-allotment option is exercised in full(repr

313、esenting$0.10 per unit of the total units sold in this offering).Our shareholders,in connection with any suchextension,will not be offered the opportunity to vote on such extension or redeem their shares.If we are unable toconsummate our initial business combination within the applicable time period

314、,we will,as promptly as reasonablypossible but not more than ten business days thereafter,redeem the public shares for a pro rata portion of the fundsheld in the trust account and as promptly as reasonably possible following such redemption,subject to the approvalof our remaining shareholders and ou

315、r board of directors,liquidate and dissolve,subject in each case to ourobligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicablelaw.In such event,there will be no redemption rights or liquidating distributions with respect to our warrants,whichw

316、ill expire worthless.The Nasdaq listing rules require that our initial business combination must be with one or more operating businessesor assets with a fair market value equal to at least 80%of the assets held in the trust account(excluding the deferredunderwriting commissions and Permitted Withdr

317、awals on the interest income earned on the funds held in the trustaccount).We refer to this as the 80%fair market value test.If our board of directors is not able to independentlydetermine the fair market value of the target business or businesses,we will obtain an opinion from an independentinvestm

318、ent banking firm or another independent entity that commonly renders valuation opinions with respect to thesatisfaction of such criteria.We do not currently intend to purchase multiple businesses in unrelated industries inconjunction with our initial business combination,although there is no assuran

319、ce that will be the case.In addition,pursuant to Nasdaq listing rules,our initial business combination must be approved by a majority of our independentdirectors.We anticipate structuring our initial business combination so that the post-transaction company in which our publicshareholders own shares

320、 will own or acquire 100%of the issued and outstanding equity interests or assets of thetarget business or businesses.We may,however,structure our initial business combination such that the132025/5/10 23:03sec.gov/Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htmhttps:/www.sec.gov/

321、Archives/edgar/data/2035173/000114036125017442/ny20045296x4_s1a.htm22/231TABLE OF CONTENTSpost-transaction company owns or acquires less than 100%of such interests or assets of the target business in orderto meet certain objectives of the target management team or shareholders or for other reasons,b

322、ut we will onlycomplete such business combination if the post-transaction company owns or acquires 50%or more of the issuedand outstanding voting securities of the target or otherwise acquires a controlling interest in the target businesssufficient for it not to be required to register as an investm

323、ent company under the Investment Company Act of 1940,as amended(the“Investment Company Act”).Even if the post-transaction company owns or acquires 50%or moreof the voting securities of the target,our shareholders prior to our initial business combination may collectively owna minority interest in th

324、e post-transaction company,depending on valuations ascribed to the target and us in ourinitial business combination transaction.For example,we could pursue a transaction in which we issue a substantialnumber of new shares in exchange for all of the issued and outstanding capital stock,shares or othe

325、r equitysecurities of a target business or issue a substantial number of new shares to third parties in connection withfinancing our initial business combination.In this case,we would acquire a 100%controlling interest in the target.However,as a result of the issuance of a substantial number of new

326、shares,our shareholders immediately prior toour initial business combination could own less than a majority of our issued and outstanding shares subsequent toour initial business combination.If less than 100%of the equity interests or assets of a target business or businessesare owned or acquired by

327、 the post-transaction company,the portion of such business or businesses that is owned oracquired is what will be valued for purposes of the 80%fair market value test.If our initial business combinationinvolves more than one target business,the 80%fair market value test will be based on the aggregat

328、e value of all ofthe target businesses.Notwithstanding the foregoing,if we are not then listed on Nasdaq for whatever reason,wewould no longer be required to meet the foregoing 80%fair market value test.If we sell shares to any investors in connection with our initial business combination,the equity

329、 interest of investorsin this offering in the combined company may be diluted and the market prices for our securities may be adverselyaffected.In addition,if the per share trading price of our ordinary shares is greater than the price per share paid inthe private placement,the private placement wil

330、l result in value dilution to you,in addition to the immediate dilutionthat you will experience in connection with the consummation of this offering.See“Dilution”on page 108.Our amended and restated memorandum and articles of association will require the affirmative vote of a majority ofour board of

331、 directors,which must include a majority of our independent directors,to approve our initial businesscombination(or such other vote as the applicable law or stock exchange rules then in effect may require).We do not believe we will need to raise additional funds following this offering in order to m

332、eet the expendituresrequired for operating our business.However,if our estimates of the costs of identifying a target business,undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amountnecessary to do so,we may have insufficient funds available

333、 to operate our business prior to our initial businesscombination.In addition,because we intend to target businesses with enterprise values that are greater than wecould acquire with the net proceeds of this offering and the sale of the private placement warrants,and,as a result,ifthe cash portion of the purchase price exceeds the amount available from the trust account,net of amounts needed tosat