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1、2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm1/242S-1/A 1 ea0209329-04.htm REGISTRATION STATEMENTFiled with the Securities and Exchange Commission on May 20,2025.Registration No

2、.333-284395UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.1FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Silver Pegasus Acquisition Corp.(Exact name of registrant as specified in its charter)_Cayman Islands 6770 98-1795957(State or other jurisdiction

3、 ofincorporationororganization)(Primary Standard IndustrialClassificationCodeNumber)(I.R.S.EmployerIdentification Number)2445 Augustine Dr.,STE 150Santa Clara,CA95054Telephone:(408)734-6022(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_Cesar JohnstonChairman,P

4、resident and Chief Executive Officer2445 Augustine Dr.,STE 150Santa Clara,CA95054Telephone:(408)734-6022(Name,address,includingzipcode,andtelephonenumber,includingareacode,ofagentforservice)_Copies to:MitchellS.NussbaumGiovanniCarusoLoeb&LoebLLP345 ParkAvenueNewYork,NewYork10154Tel:(212)407-4000 Jos

5、e SantosForbes HareCassiaCourtCamanaBaySuite71610 Market StreetGrand Cayman KY1-9006Tel:(284)852 1899 Douglas S.EllenoffStuart NeuhauserAnthony AinEllenoffGrossman&ScholeLLP1345AvenueoftheAmericas,11thFloorNewYork,NewYork 10105Tel:(212)370-1300_Approximate date of commencement of proposed sale to th

6、e public:As soon as practicable after the effectivedate of this registration statement.If any of the securities being registered on this Formare to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933 check the following box.If this Formis filed to register a

7、dditional securities for an offering pursuant to Rule462(b)under theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Formis a post-effective amendment filed pursuant to

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

9、box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth

10、 company.See the definitions of“largeaccelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule12b-2 of the ExchangeAct.Largeacceleratedfiler Acceleratedfiler Non-acceleratedfiler Smallerreportingcompany Emerginggrowthcompany If an emerging growth company,in

11、dicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates a

12、s may be necessary to delayits effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the Registration Statement shall

13、become effective on such date as theSecurities and Exchange Commission,acting pursuant to said Section8(a),may determine.2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm2/242Table

14、of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to

15、 buythese securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETION,DATEDMAY 20,2025$100,000,000Silver Pegasus Acquisition Corp.10,000,000Units_Silver Pegasus Acquisition Corp.is a blank check company incorporated as a CaymanIslands exempted com

16、pany and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilar business combination with one or more businesses,which we refer tothroughout this prospectus as our initial business combination.We have not selectedany busines

17、s combination target and we have not,nor has anyone on our behalf,initiated any substantive discussions,directly or indirectly,with any businesscombination target.We may pursue an initial business combination in any business orindustry.This is an initial public offering of our securities.Each unit h

18、as an offering priceof$10.00 and consists of one Class A ordinary share and one right.Each rightentitles the holder thereof to receive one-tenth of one ClassA ordinary share uponthe consummation of our initial business combination,as described in more detail inthis prospectus.No fractional shares wi

19、ll be issued upon conversion of the rights.As a result,you must have ten rights to receive one ordinary share at the closing ofthe initial business combination.The underwriters have a 45-day option from the dateof this prospectus to purchase up to an additional 1,500,000units to cover over-allotment

20、s,if any.We will provide our public shareholders with the opportunity to redeem,regardless ofwhether they abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares(up to an aggregate of 15%of theshares sold in this offering,as described in mor

21、e detail in this prospectus)thatwere sold as part of the units in this offering,which we refer to collectively asour public shares,upon the completion of our initial business combination at a per-share price,payable in cash,equal to the aggregate amount then on deposit in thetrust account described

22、below as of twobusinessdays prior to the consummation ofour initial business combination,including interest earned on the funds held in thetrust account,less taxes payable(other than any excise or similar tax that may bedue or payable),divided by the number of then outstanding public shares,subject

23、tothe limitations and on the conditions described herein.Our sponsor,SilverLode Capital LLC and Roth,the representative of the underwriters,have committed to purchase an aggregate of 3,250,000 private placement warrants,which will be comprised of two classes of warrants as described elsewhere in thi

24、sprospectus(whether or not the underwriters over-allotment option is exercised),consisting of Class B.1 private placement warrants and Class B.2 private placementwarrants(together referred to as the“private placement warrants”)at$1.00 perprivate placement warrant,in a private placement that will clo

25、se simultaneously withthe closing of this offering.Each private placement warrant entitles the holderthereof to purchase one ClassA ordinary share at a price of$11.50 per share.Ofthose 3,250,000 private placement warrants,our sponsor has agreed to purchase1,000,000 Class B.1 private placement warran

26、ts and 1,000,000 Class B.2 privateplacement warrants(whether or not the underwriters over-allotment option isexercised)and Roth has agreed to purchase 1,250,000 Class B.1 private placementwarrants(whether or not the underwriters over-allotment option is exercised).Aninstitutional investor(which is n

27、ot affiliated with any member of our management,our sponsor or any other investor),which we refer to as the“non-managing sponsorinvestor”throughout this prospectus,have expressed an interest to indirectly 2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/ww

28、w.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm3/242Table of Contentspurchase,through the purchase of non-managing sponsor membership interests,anaggregate of 1,000,000 Class B.2 private placement warrants(whether or not the over-allotment option is exercised)at a price of$

29、1.00 per Class B.2 private placementwarrant($1,000,000 in the aggregate)in the private placement that will closesimultaneously with the closing of this offering.Subject to each non-managingsponsor investor purchasing,through the sponsor,the private placement warrants inconnection with the closing of

30、 this offering,the sponsor will issue membershipinterests at a nominal purchase price to the non-managing sponsor investors,economicinterests in an aggregate of 1,333,333 founder shares held by the sponsor,whichshares shall not be subject to forfeiture.The non-managing sponsor members have expressed

31、 an interest in purchasing units inthe public offering up to a 9.9%interest in us.If the non-managing sponsor memberspurchase any units for which they have expressed an interest in purchasing,orotherwise hold a substantial number of our units,then the non-managing sponsormembers will potentially hav

32、e different interests than our other public shareholdersin approving our initial business combination and otherwise exercising their rightsas public shareholders because of their indirect ownership of founder shares andprivate placement warrants as further discussed in this prospectus.Of the 3,250,0

33、00private placement warrants,the sponsor has agreed to purchase 2,000,000 privateplacement warrants at the time of the business combination(whether or not theunderwriters over-allotment option is exercised),retaining an economic interest in1,000,000 Class B.1 private placement warrants after taking

34、into effect the issuanceof membership interests to the independent directors and the non-managing sponsorinvestors who will retain an economic interest in the Class B.2 private placementwarrants.The potential purchase by the non-managing sponsor investors of units inthe offering is not conditioned o

35、n their potential indirect purchase of privateplacement warrants and founder shares in the private placement.This may result inthe non-managing sponsor investors potentially having different interests than theother public shareholders in approving the initial business combination due to theirindirec

36、t ownership of founder shares and private placement warrants.In the event that the non-managing sponsor investors purchase such units(either inthis offering or after)and vote them in favor of our initial business combination,no affirmative votes from other public shareholders would be required to ap

37、prove ourinitial business combination.However,because the non-managing sponsor investors arenot obligated to continue owning any public shares following the closing and are notobligated to vote any public shares in favor of our initial business combination,wecannot assure you that any of these non-m

38、anaging sponsor investors will be publicshareholders at the time our shareholders vote on our initial business combination,and,if they are public shareholders,we cannot assure you as to how such non-managing sponsor investors will vote on any business combination.The interests of the members of the

39、sponsor are denominated in three classes ofmembership interest units:(i)class A membership units representing interests in thefounder shares,(ii)class B.1 membership units of the sponsor that will represent aneconomic interest in the Class B.1 private placement warrants,and(iii)class B.2membership u

40、nits of the sponsor that will represent an economic interest in the ClassB.2 private placement warrants.The non-managing sponsor members will receive classmembership B.2 units representing economic interests in the Class B.2 privateplacement warrants.The Class B.1 private placement warrants and the

41、Class B.2private placement warrants are identical to each other except for certain exerciseprice and transfer restrictions,as more fully described in this prospectus.It isexpected that many members of the sponsor,including the managing member of thesponsor and the non-managing sponsor members,will h

42、old several classes of membershipunits representing their proportional interest in the founder shares and privateplacement warrants.Pursuant to an agreement of all members of the sponsor,themanagement and control of the sponsor is vested exclusively with the managing member,without any voting,veto,c

43、onsent or other participation rights by any non-managingmembers regardless of their unit ownership.All matters submitted to a vote by themanaging member will require the affirmative vote of the class A membership unitsheld only by the managing member.As a result,non-managing sponsor members will hav

44、eno right to control the sponsor,or participate in any decision regarding thedisposal of any security held by the sponsor,except as otherwise described in thisprospectus.For more information on the private placement warrants,please see“Description of our Securities Private Placement Warrants.”The un

45、derwriters will receive the same upfront discounts and commissions and deferredunderwriting commissions on units purchased by the non-managing sponsor investors,ifany,as they will on the other units sold to the public in this offering.Inaddition,none of the non-managing sponsor investors has any obl

46、igation to vote anyof their public shares in favor of our initial business combination.In addition,inlieu of receiving a cash fee in the event they exercise the over-allotment option,Roth or its affiliates will receive up to 30,000 Class A ordinary shares at the timeof such exercise,depending upon t

47、he extent to which the over-allotment option isexercised.Our sponsor currently owns an aggregate of 3,833,333 ClassB ordinary shares(whichwere purchased for an aggregate purchase price of$25,000(or approximately$0.0075per share),up to 500,000 of which will be surrendered to us for no considerationaf

48、ter the closing of this offering depending on the extent to which theunderwriters over-allotment option is exercised,which will automatically convertinto ClassA ordinary shares concurrently with or immediately 2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttp

49、s:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm4/242Table of Contentsfollowing the consummation of our initial business combination,or earlier at theoption of the holders thereof on a one-for-one basis,subject to the adjustmentsdescribed herein.In the case that additio

50、nal ClassA ordinary shares,or any otherequity-linked securities,are issued or deemed issued in excess of the amounts soldin this offering and related to or in connection with the closing of the initialbusiness combination,the ratio at which Class B ordinary shares convert intoClassA ordinary shares

51、will be adjusted(unless the holders of a majority of theoutstanding ClassB ordinary shares agree to waive such adjustment with respect toany such issuance or deemed issuance)so that the number of ClassA ordinary sharesissuable upon conversion of all Class B ordinary shares will equal,in theaggregate

52、,25%of the sum of(i)the total number of all ClassA ordinary sharesoutstanding upon the completion of this offering(including any Class A ordinaryshares issued pursuant to the underwriters over-allotment option and excluding theup to 30,000 ClassA ordinary shares that may be issued to Roth or is affi

53、liates inthe event the over-allotment option is exercised),plus(ii)all ClassA ordinaryshares and equity-linked securities issued or deemed issued,in connection with theclosing of the initial business combination(excluding any shares or equity-linkedsecurities issued,or to be issued,to any seller in

54、the initial business combinationand any private placement-equivalent warrants issued to our sponsor or any of itsaffiliates or to our officers or directors upon conversion of working capital loans)minus(iii)any redemptions of ClassA ordinary shares by public shareholders inconnection with an initial

55、 business combination;provided that such conversion offounder shares will never occur on a less than one-for-one basis.Because our sponsorand any non-managing sponsor investors acquired the founder shares at a nominalprice,our public shareholders will incur immediate and substantial dilution upon th

56、eclosing of this offering,assuming no value is ascribed to the rights included in theunits.Further,the Class A ordinary shares issuable in connection with theconversion of the rights may result in material dilution to our public shareholders.If we raise additional funds through equity or convertible

57、 debt issuances,our publicshareholders may suffer significant dilution.This dilution would increase to theextent that the anti-dilution provision of the founder shares result in the issuanceof Class A ordinary shares on a greater than one-to-one basis upon conversion of thefounder shares at the time

58、 of our initial business combination.See the sectionstitled“Risk FactorsRisks Relating to our SecuritiesThe nominalpurchase price paid by our sponsor for the founder shares may result insignificant dilution to the implied value of your public shares upon theconsummation of our initial business combi

59、nation,and our sponsor is likelyto make a substantial profit on its investment in us in the event weconsummate an initial business combination,even if the businesscombination causes the trading price of our ordinary shares to materiallydecline.”and“Dilution.”After completion of this offering and pri

60、or to the consummation of a businesscombination,only holders of our ClassB ordinary shares will have the right to voteon the appointment or removal of directors.Therefore,our public shareholders willnot have the right to vote on the appointment or removal of directors or continuingthe company in a j

61、urisdiction outside the Cayman Islands until after the consummationof our initial business combination.The following table sets forth the payments to be received by our sponsor and itsaffiliates from us prior to or in connection with the completion of our initialbusiness combination and the securiti

62、es issued and to be issued by us to our sponsoror its affiliates:Entity/Individual AmountofCompensationtobeReceivedorSecuritiesIssuedortobeIssued Consideration Paidor to be PaidSilverLode CapitalLLC$10,000 per month,commencing on the firstdate on which our securities are listed onthe Nasdaq Office s

63、pace,administrative andshared personnelsupport services 3,333,333 ClassB ordinary shares(1)$25,000 1,000,000 Class B.1 Private placementwarrants to be purchased simultaneously withthe closing of this offering(1)(2)$1,000,000 1,000,000 Class B.2 Private placementwarrants to be purchased simultaneousl

64、y withthe closing of this offering(1)(2)$1,000,000 Up to$300,000 Repayment of loansmade to us to coveroffering relatedand organizationalexpenses 2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0

65、209329-04.htm5/242Table of ContentsEntity/Individual AmountofCompensationtobeReceivedorSecuritiesIssuedortobeIssued Consideration Paidor to be Paid Reimbursement for any out-of-pocket expensesrelated to identifying,investigating andcompleting an initial business combination Expenses incurredin conne

66、ction withidentifying,investigating andcompleting aninitial businesscombinationOur independentdirectors,advisors or theirrespectiveaffiliates Payment of consulting,success or finder feesin connection with the consummation of ourinitial business combination Payment ofconsulting,successor finder fees

67、Up to$1,500,000 in working capital loans,which loans may be converted into Class B.1private placement warrants of the post-business combination entity at the price of$1.00 per private placement warrant Working capitalloans to financetransaction costsin connection withan initial businesscombinationOu

68、r sponsor or anaffiliate of oursponsor as anadvisor We may engage our sponsor or an affiliate ofour sponsor as an advisor or otherwise inconnection with our initial businesscombination and certain other transactionsand pay such person or entity a salary or feein an amount that constitutes a marketst

69、andard for comparable transactions Payment of advisoryfees or a salaryour sponsor Anti-dilution protection to maintain thepercentage of the founder shares at 25%ofthe outstanding shares of the combinedcompany upon consummation of an initialbusiness combination,as described in thisprospectus Issuance

70、 ofadditional sharesof common stock tothe holders of thefounder shares_(1)Assumes the full forfeiture of 500,000 founder shares and no exercise of the underwritersover-allotment option.(2)2,000,000 private placement warrants(1,000,000 Class B.1 private placement warrants and1,000,000 Class B.2 priva

71、te placement warrants)will be issued to the sponsor in privateplacements that will close simultaneously with the closing of this offering,of which the non-managing sponsor investors will acquire indirectly,through membership interests in thesponsor,the 1,000,000 Class B.2 private placement warrants(

72、whether or not the over-allotmentoption is exercised),at a price of$1.00 per Class B.2 private placement warrant($1,000,000in the aggregate),which would result in them owning an economic interest of 31%of theprivate placement warrants.These non-managing members will also purchase,at a nominal price,

73、membership interests in the sponsor reflecting an economic interest in 1,333,333 Class Bordinary shares,which Class B ordinary shares are not subject to forfeiture.The nominal purchase price paid by our sponsor for the founder sharescreates an incentive whereby our officers and directors could poten

74、tiallymake a substantial profit even if we select an acquisition target thatsubsequently declines in value and is unprofitable for public shareholders.See the section titled“Dilution”for more information.See Risk Factor“Our initial shareholders paid an aggregate of$25,000,orapproximately$0.0075 per

75、founder share and,accordingly,you willexperience immediate and substantial dilution from the purchase of ourClass A ordinary shares”and“The nominal purchase price paid by oursponsor for the founder shares may result in significant dilution to theimplied value of your public shares upon the consummat

76、ion of our initialbusiness combination,and our sponsor is likely to make a substantialprofit on its investment in us in the event we consummate an initialbusiness combination,even if the business combination causes the tradingprice of our ordinary shares to materially decline”.2025/5/21 15:39sec.gov

77、/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm6/242Table of ContentsThe following table illustrates our net tangible book value per share at thespecified redemption levels:As of December 31,2024Offeri

78、ngPrice of$10.00 25%ofMaximumRedemption 50%ofMaximumRedemption 75%ofMaximumRedemption MaximumRedemptionNTBV NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOfferingPriceAssuming Full Exercis

79、e of Over-Allotment Option$7.13$6.46$3.54$5.40$4.60$3.43$6.57$(1.49)$11.49Assuming No Exercise of Over-Allotment Option$7.12$6.45$3.55$5.39$4.61$3.41$6.59$(1.52)$11.52See the Section entitled“Dilution”of this prospectus for additional information.Prior to the closing of our initial business combinat

80、ion,only holders of ourClassB ordinary shares(i)will have the right to appoint and remove directorsprior to or in connection with the completion of our initial business combination and(ii)will be entitled to vote on continuing our company in a jurisdiction outsidethe Cayman Islands(including any spe

81、cial resolution required to amend ourconstitutional documents or to adopt new constitutional documents,in each case,as aresult of our approving a transfer by way of continuation in a jurisdiction outsidethe Cayman Islands).On any other matters submitted to a vote of our shareholdersprior to or in co

82、nnection with the completion of our initial business combination,holders of the ClassB ordinary shares and holders of the ClassA ordinary shareswill vote together as a single class,except as required by law.Members of our management team will directly or indirectly own our ordinary shares,or other i

83、nstruments,such as units,shares or rights,linked to our ordinary shares,following this offering and,accordingly,may have a conflict of interest indetermining whether a particular target business is an appropriate business withwhich to effectuate our initial business combination.Further,each of our o

84、fficersand directors may have a conflict of interest with respect to evaluating a particularbusiness combination if the retention or resignation of any such officers anddirectors was included by a target business as a condition to any agreement withrespect to our initial business combination.Additio

85、nally,each of our officers anddirectors presently has,and any of them in the future may have additional,fiduciary,contractual or other obligations or duties to one or more other entitiespursuant to which such officer or director is or will be required to present abusiness combination opportunity to

86、such entities.Similarly,the non-managingsponsor investors presently have,and any of them in the future may have additional,fiduciary,contractual or other obligations or duties to one or more other entitiesthat may pose potential conflicts of interest with such non-managing sponsorinvestors in approv

87、ing the business combination,which also may impact theirdecisions in otherwise exercising their rights as public shareholders because oftheir indirect ownership of founder shares and private placement warrants.See“Summary The Offering Conflicts of interest”,“Management Conflicts of Interest”,“Propos

88、ed Business Sourcing of PotentialBusiness Combination Targets”and“ManagementConflicts ofInterest”.Commencing on the date on which our securities are listed on Nasdaq,we will pay oursponsor$10,000 per month for office space,administrative and shared personnelsupport services.Upon consummation of this

89、 offering,we will repay up to$300,000 inloans made to us by our sponsor to cover offering-related and organizationalexpenses.In the event that following this offering we obtain working capital loansfrom our sponsor to finance transaction costs related to our initial businesscombination,up to$1,500,0

90、00 of such loans may be converted into Class B.1 privateplacement warrants of the post-business combination entity at a price of$1.00 perprivate placement warrant at the option of our sponsor.The potential for the issuance of a Class A ordinary shares upon conversion of therights,which issuance woul

91、d increase the number of issued and outstanding Class Aordinary shares,may have a dilutive effect on,and could reduce the value of,theClass A ordinary shares to the extent a security holder holds Class A ordinary sharesand not rights.Because our sponsor acquired the founder shares at a nominal price

92、,our public shareholders will incur immediate and substantial dilution upon theclosing of this offering,assuming no value is ascribed to the rights included in theunits.We will also reimburse our sponsor,directors or officers,or our or any oftheir respective affiliates for any out-of-pocket expenses

93、 related to identifying,investigating and completing an initial business combination.See“ProspectusSummary Our Sponsor”for more information.We have until the date that is 18months from the closing of this offering or untilsuch earlier liquidation date as our board of directors may approve,to consumm

94、ateour initial business combination.If we anticipate that we may be unable toconsummate our initial business combination within such 18-month period,we may seekshareholder approval to amend 2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archi

95、ves/edgar/data/2028735/000121390025045972/ea0209329-04.htm7/242Table of Contentsour amended and restated memorandum and articles of association to extend the date bywhich we must consummate our initial business combination.If we seek shareholderapproval for an extension,holders of public shares will

96、 be offered an opportunity toredeem their shares at a per share price,payable in cash,equal to the aggregateamount then on deposit in the trust account,including interest earned thereon(lesstaxes payable,other than any excise or similar tax that may be due or payable),divided by the number of then i

97、ssued and outstanding public shares,subject toapplicable law.If we are unable to complete our initial business combination within18months from the closing of this offering,or by such earlier liquidation date asour board of directors may approve,we will redeem 100%of the public shares at a pershare p

98、rice,payable in cash,equal to the aggregate amount then on deposit in thetrust account,including interest earned thereon(less taxes payable,other than anyexcise or similar tax that may be due or payable,and up to$100,000 of interestincome to pay dissolution expenses),divided by the number of then is

99、sued andoutstanding public shares,subject to applicable law and certain conditions asfurther described herein,and the founder shares and the private placement warrantswill be worthless.Currently,there is no public market for our units,Class A ordinary shares orrights.We intend to apply to have our u

100、nits listed on The Nasdaq Global Market,orNasdaq,under the symbol“SPEGU”on or promptly after the date of this prospectus.We cannot guarantee that our securities will be approved for listing on Nasdaq.Weexpect the ClassA ordinary shares and rights comprising the units to begin separatetrading on the

101、52nd day following the date of this prospectus unless Roth,therepresentative of the underwriters,informs us of its decision to allow earlierseparate trading,subject to our satisfaction of certain conditions as describedfurther herein.Once the securities comprising the units begin separate trading,we

102、expect that the ClassA ordinary shares and rights will be listed on Nasdaq underthe symbols“SPEG”and“SPEGR”,respectively.We are an“emerging growth company”and a“smaller reporting company”under applicable federal securities laws and will be subject to reducedpublic company reporting requirements.Inve

103、sting in our securities involvesa high degree of risk.See“Risk Factors”beginning on page 44 for adiscussion of information that should be considered in connection with aninvestment in our securities.Investors will not be entitled to protectionsnormally afforded to investors in Rule419 blank check of

104、ferings.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.No offer or invitation,whether directly or ind

105、irectly,is being or may be made tothe public in the Cayman Islands to subscribe for any of our securities.Per Unit TotalPublic offering price(1)$10.00$100,000,000Underwriting discounts and commissions(2)0.55 5,500,000Proceeds,before expenses,to us$9.45$94,500,000_(1)Includes$0.20 per unit(excluding

106、any units sold pursuant to the underwriters option topurchase additional units),or$2,000,000 in the aggregate(whether or not the underwritersoption to purchase additional units is exercised),payable to Roth Capital Partners,LLC(“Roth”)upon the closing of this offering.Also includes$0.35 per unit on

107、units soldpursuant to the underwriters option to purchase additional units,or$3,500,000 in theaggregate or$4,025,000 in the aggregate if the underwriters over-allotment option isexercised in full,payable to Roth for deferred underwriting commissions to be deposited intoa trust account located in the

108、 UnitedStates and released to Roth for its own account onlyupon the completion of an initial business combination.See also“Underwriting”for adescription of compensation and other items of value payable to the underwriters.(2)Upon exercise of the over-allotment option,in lieu of a cash fee,the Compan

109、y may issue toRoth or its affiliates up to 30,000 Class A ordinary shares at the time of such exercise,depending upon the extent to which the over-allotment option is exercised.Of the proceeds we receive from this offering and the sale of the private placementwarrants described in this prospectus,$1

110、00,000,000,or$115,000,000 if theunderwriters overallotment option is exercised in full($10.00 per unit in eithercase),will be placed into a U.S.-based trust account with Continental StockTransfer&Trust Company acting as trustee.The underwriters are offering the units for sale on a firm commitment ba

111、sis.Theunderwriters expect to deliver the units to the purchasers on or about,2025._Roth Capital Partners,2025 2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm8/242Table of Content

112、sTABLE OF CONTENTS PageThe Offering 17Summary Financial Data 41Risks 42Risk Factors 44Cautionary NoteRegarding Forward-Looking Statements 92Use of Proceeds 93Dividend Policy 96Dilution 97Capitalization 101Managements Discussion and Analysis of Financial Condition and Results ofOperations 102Proposed

113、 Business 108Effecting our Initial Business Combination 115Management 135Principal Shareholders 149Certain Relationships and Related Party Transactions 158Description of Securities 162Taxation 185Underwriting 195Legal Matters 205Experts 205Where You Can Find Additional Information 205Index to Financ

114、ial Statements F-1We are responsible for the information contained in this prospectus.Wehave not,and the underwriters have not,authorized anyone to provide youwith information that is different from or inconsistent with that containedin this prospectus.We are not,and the underwriters are not,making

115、anoffer to sell securities in any jurisdiction where the offer or sale is notpermitted.You should not assume that the information contained in thisprospectus is accurate as of any date other than the date on the front ofthis prospectus.TrademarksThis prospectus contains references to trademarks and

116、service marks belonging toother entities.Solely for convenience,trademarks and trade names referred to inthis prospectus may appear without the or symbols,but such references are notintended to indicate,in any way,that the applicable licensor will not assert,tothe fullest extent under applicable law

117、,its rights to these trademarks and tradenames.We do not intend our use or display of other companies trade names,trademarks or service marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.i2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/

118、ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm9/242Table of ContentsSUMMARYThis summary only highlights the more detailed information appearing elsewhere inthis prospectus.As this is a summary,it does not contain all of the informationthat you shou

119、ld consider in making an investment decision.You should read thisentire prospectus carefully,including the information under“Risk Factors”andour financial statements and the related notes included elsewhere in thisprospectus,before investing.Unless otherwise stated in this prospectus or the context

120、otherwise requires,references to:“we,”“us,”“company”or“our company”are to Silver PegasusAcquisition Corp.,a Cayman Islands exempted company;“Class B.1 private placement warrants”are to the 2,250,000 privateplacement warrants,designated as Class B.1 private placement warrants,that will be sold to our

121、 sponsor and Roth in connection with theconsummation of this offering(with our sponsor to purchase 1,000,000Class B.1 private placement warrants,and Roth to purchase 1,250,000private placement warrants),at a price of$1.00 per Class B.1 privateplacement warrant;“Class B.2 private placement warrants”a

122、re to the 1,000,000 privateplacement warrants,designated as Class B.2 private placement warrants,that will be sold to our sponsor in connection with the consummation ofthis offering at a price of$1.00 per Class B.2 private placement warrant;our sponsor will then issue membership interests in our spo

123、nsor reflectingan economic interest held by the non-managing sponsor investors in all ofthe Class B.2 private placement warrants held by the sponsor;“Companies Act”or“Companies Law”are to the Companies Act(Revised)of the Cayman Islands as the same may be amended from time to time;“completion window”

124、are to(i)the period ending on the date that is18months from the closing of this offering,or such earlier liquidationdate as our board of directors may approve,in which we must complete aninitial business combination or(ii)such other time period in which wemust complete an initial business combinatio

125、n pursuant to an amendment toour amended and restated memorandum and articles of association;“founder shares”are to ClassB ordinary shares initially purchased byour sponsor in a private placement prior to this offering and the ClassAordinary shares that will be issued upon the automatic conversion o

126、f theClassB ordinary shares at the time of our initial business combinationor earlier at the option of the holders thereof as described herein(forthe avoidance of doubt,such ClassA ordinary shares will not be“publicshares”);“initial shareholders”are to our sponsor and any other holders of ourfounder

127、 shares immediately prior to this offering;“Investment Company Act”are to the Investment Company Actof1940,asamended;“management”or our“management team”are to our officers anddirectors;“non-managing sponsor investors”are to certain institutional investors(none of which are affiliated with any member

128、 of our management,othermembers of our sponsor or the managing member of the sponsor),all of whomare affiliated with Harraden Circle Investments,LLC(who we refer to inthis prospectus as the representative of the non-managing sponsorinvestors)that will purchase membership interests in our Sponsorrefl

129、ecting an economic interest in 1,000,000 Class B.2 private placementwarrants in connection with the consummation of this offering at a priceof$1.00 per Class B.2 private placement warrant;in addition,at theconsummation of this offering,the sponsor will issue membership interestsat a nominal purchase

130、 price to the non-managing sponsor investorsreflecting an economic interest in an aggregate of 1,333,333 foundershares held by the sponsor.;“ordinary resolution”are to a resolution of the company passed by asimple majority of the votes cast by such shareholders as,being entitledto do so,vote in pers

131、on or,where proxies are allowed,by proxy at ageneral meeting of the company,or a resolution approved in writing by allof the holders of the issued shares entitled to vote on such matter(orsuch lower threshold as may be allowed under the Companies Law from timeto time);12025/5/21 15:39sec.gov/Archive

132、s/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm10/242Table of Contents“ordinary shares”are to our ClassA ordinary shares and our ClassBordinary shares;“private placement warrants”are to the Class B.1 private p

133、lacementwarrants and the Class B.2 private placement warrants that will be issuedto our sponsor and Roth Capital Partners,LLC in a private placementsimultaneously with the closing of this offering at$1.00 per privateplacement warrant,in private placements that will close simultaneouslywith the closi

134、ng of this offering.Each private placement warrant entitlesthe holder thereof to purchase one Class A ordinary share at a price of$11.50 per share;“public rights”are to the rights that are included as part of thepublic units;“public shares”are to the Class A ordinary shares included as part ofthe un

135、its in this offering(whether such shares are acquired in thisoffering or thereafter in the open market);“public shareholders”are to the holders of our public shares,includingour initial shareholders,our management team and any non-managing sponsorinvestors to the extent our initial shareholders,memb

136、ers of ourmanagement team or any non-managing sponsor investors purchase publicshares,provided that the each initial shareholders,member of ourmanagement teams or any non-managing sponsor investors status as a“public shareholder”will only exist with respect to such public shares;“public units”are to

137、 the units that are included in this offering,witheach public unit comprised of one Class A ordinary share and one right toreceive one-tenth of one Class A ordinary share upon the consummation ofour initial business combination;“Roth”is Roth Capital Partners,LLC,our underwriter.“special resolution”a

138、re to a resolution of the company passed by atleast a two-thirds(2/3)majority(or such higher approval threshold asspecified in the companys amended and restated memorandum and articlesof association)of the votes cast by such shareholders as,being entitledto do so,vote in person or,where proxies are

139、allowed,by proxy at ageneral meeting of the company of which notice specifying the intention topropose the resolution as a special resolution has been duly given,or aresolution approved in writing by all of the holders of the issued sharesentitled to vote on such matter(or such lower threshold as ma

140、y be allowedunder the Companies Law from time to time);“sponsor”are to SilverLode Capital LLC,a Delaware limited liabilitycompany;and“working capital warrants”are to the Class B.1 private placementwarrants into which working capital loans may be converted.Any conversion of the ClassB ordinary shares

141、 described in this prospectus willtake effect as a compulsory redemptionofClassB ordinary shares and an issuanceof ClassA ordinary shares as a matter of Cayman Islands law.Any forfeiture of shares,and all references to forfeiture of shares,described inthis prospectus shall takeeffect as a surrender

142、of shares for no consideration asa matter of Cayman Islands law.Any share dividend described in this prospectuswill take effect as a share capitalization as a matter of Cayman Islands law(thatis,an issuance of shares from share premium).Unless we tell you otherwise,the information in this prospectus

143、 assumes that theunderwriters will not exercise their over-allotment option.22025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm11/242Table of ContentsOUR COMPANYWe are a blank check

144、company incorporated on June 5,2024 as a Cayman Islandsexempted company and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization or similarbusiness combination with one or more businesses,which we refer to throughout thisprospectus

145、as our initial business combination.We have not selected any businesscombination target and we have not,nor has anyone on our behalf,initiated anysubstantive discussions,directly or indirectly,with any business combinationtarget.We may pursue an initial business combination target in any business or

146、 industry orat any stage of its corporate evolution.Our primary focus,however,will be incompleting a business combination with an established business in the technologysector,with a focus on semiconductors and systems solutions.Initially,we willlook at companies that are poised for growth,led by a h

147、ighly regarded managementteam,with an enterprise value in the range of$200$500 million.Ourmanagement team has an extensive track record of managing or acquiring attractiveassets at disciplined valuations,managing and investing in growth while fosteringfinancial discipline and improving business resu

148、lts.Our SponsorOur sponsor is a Delaware limited liability company,which was formed to invest inus.Although our sponsor is permitted to undertake any activities permitted underthe Delaware Limited Liability Company Act and other applicable law,our sponsorsbusiness is focused on investing in our comp

149、any.The managing member of the sponsoris Cesar Johnston,our Chairman and Chief Executive Officer.Mr.Johnston controlsthe management of our sponsor,including the exercise of voting and investmentdiscretion over the securities of our company held by our sponsor.Of the 3,250,000private placement warran

150、ts to be sold in private placements that will closesimultaneously with the closing of this offering,2,000,000 private placementwarrants(1,000,000 Class B.1 private placement warrants and 1,000,000 Class B.2private placement warrants)will be retained by the sponsor,of which the non-managing sponsor i

151、nvestors will acquire indirectly,through membership interests inthe sponsor,the 1,000,000 Class B.2 private placement warrants(whether or not theover-allotment option is exercised),at a price of$1.00 per Class B.2 privateplacement warrant($1,000,000 in the aggregate),which would result in them ownin

152、gan economic interest of 31%of the private placement warrants.Roth will purchasethe remaining 1,250,000 Class B.1 private placement warrants(whether or not theunderwriters over-allotment option is exercised),and Roth or its affiliates shallreceive up to 30,000 Class A ordinary shares upon exercise o

153、f the over-allotmentoption,depending upon the extent to which the over-allotment option is exercised.See“Summary The Offering Private placement Warrants.”In addition,our independent directors will purchase an indirect interest in thefounder shares through membership interests in our sponsor.Other th

154、an ourmanagement team,none of the other members of our sponsor will participate in ourcompanys operating activities.The following table sets forth the payments to be received by our sponsor and itsaffiliates from us prior to or in connection with the completion of our initialbusiness combination and

155、 the securities issued and to be issued by us to oursponsor or its affiliates:Entity/Individual Amount of Compensation to beReceived orSecurities Issued or to be Issued Consideration Paid or to bePaidSilverLodeCapital LLC$10,000 per month,commencing on thefirst date on which our securitiesare listed

156、 on the Nasdaq Office space,administrative and sharedpersonnel support services 3,333,333 ClassB Ordinary Shares(1)$25,000 1,000,000 Class B.1 privateplacement warrants to be purchasedsimultaneously with the closing ofthis offering(1)(2)$1,000,000 1,000,000 Class B.2 privateplacement warrants to be

157、purchasedsimultaneously with the closing ofthis offering(1)(2)$1,000,000 Up to$300,000 Repayment of loans made tous to cover offeringrelated and organizationalexpenses32025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735

158、/000121390025045972/ea0209329-04.htm12/242Table of ContentsEntity/Individual Amount of Compensation to beReceived orSecurities Issued or to be Issued Consideration Paid or to bePaid Reimbursement for any out-of-pocketexpenses related to identifying,investigating and completing aninitial business com

159、bination Expenses incurred inconnection withidentifying,investigatingand completing an initialbusiness combinationour independentdirectors,advisors ortheirrespectiveaffiliates Payment of consulting,success orfinder fees in connection with theconsummation of our initial businesscombination Payment of

160、 consulting,success or finder fees Up to$1,500,000 in working capitalloans,which loans may be convertedinto Class B.1 private placementwarrants of the post-businesscombination entity at the price of$1.00 per private placement warrant.Working capital loans tofinance transaction costsin connection wit

161、h aninitial businesscombinationour sponsor or anaffiliate ofour sponsor asan advisor We may engage our sponsor or anaffiliate of our sponsor as anadvisor or otherwise in connectionwith our initial businesscombination and certain othertransactions and pay such person orentity a salary or fee in an am

162、ountthat constitutes a market standardfor comparable transactions Payment of advisory fees ora salaryour sponsor Anti-dilution protection for anaggregate of 500,000 founder sharesin order to maintain the percentageof the founder shares at 20%of theoutstanding shares of the combinedcompany upon consu

163、mmation of aninitial business combination,asdescribed in this prospectus Issuance of additionalshares of common stock tothe holders of the foundershares_(1)Assumes the full forfeiture of 500,000 founder shares and no exercise of the underwritersover-allotment option.The non-managing member will have

164、 an economic interest in 1,333,333Class B ordinary shares,which shares are not subject to forfeiture.(2)2,000,000 private placement warrants(1,000,000 Class B.1 private placement warrants and1,000,000 Class B.2 private placement warrants)will be issued to the sponsor in privateplacements that will c

165、lose simultaneously with the closing of this offering,of which thenon-managing sponsor investors will acquire indirectly,through membership interests in thesponsor,the 1,000,000 Class B.2 private placement warrants(whether or not the over-allotment option is exercised),at a price of$1.00 per Class B

166、.2 private placement warrant($1,000,000 in the aggregate),which would result in them having an economic interest of 31%of the private placement warrants.The low price that our sponsor,executive officers and directors(directly orindirectly)paid for the founder shares creates an incentive whereby our

167、officersand directors could potentially make a substantial profit even if we select anacquisition target that subsequently declines in value and is unprofitable forpublic shareholders.If we are unable to complete our initial business combinationwithin the completion window,or by such earlier liquida

168、tion date as our board ofdirectors may approve,the founder shares and the private placement warrants willbe worthless,except to the extent they receive liquidating distributions fromassets outside the trust account.Because our sponsor acquired the founder shares at a nominal price,our publicsharehol

169、ders will incur immediate and substantial dilution upon the closing of thisoffering,assuming no value is ascribed to the private placement warrants.Further,the Class A ordinary shares issuable in connection with the conversion of therights may result in material dilution to our public shareholders.I

170、f we raiseadditional funds through equity or convertible debt issuances,our publicshareholders may suffer significant dilution.This dilution would increase to theextent that the anti-dilution provision of the founder shares result in theissuance of Class A ordinary shares on a greater than one-to-on

171、e basis uponconversion of the founder shares at the time of our initial business combinationpursuant to the anti-dilution rights described above.See the sections titled“Summary The Offering Founder Shares Conversion and Anti-DilutionRights,”“Risk Factors Risks Relating to our Securities Thenominal p

172、urchase price paid by our sponsor for the founder shares mayresult in significant dilution to the implied value of your public sharesupon the consummation of our initial business combination,and oursponsor is likely to make a substantial profit on its investment in us inthe event we consummate an in

173、itial business combination,even if thebusiness combination causes the trading price of our ordinary shares tomaterially decline.”And“Dilution.”42025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea02

174、09329-04.htm13/242Table of ContentsPursuant to a letter agreement to be entered with us,each of our sponsor,directors and officers has agreed to restrictions on its ability to transfer,assign,or sell the initial shares and private placement warrants,as summarized inthe table below.SubjectSecurities

175、Expiration Date NaturalPersonsandEntitiesSubjecttoRestrictions Exceptions to TransferRestrictionsClass B OrdinaryShares the earlier of(i)six months afterthe completion of aBusiness Combinationor earlier if,subsequent to aBusiness Combination,the closing price ofthe ClassA OrdinaryShares equals orexc

176、eeds$12.00 pershare(as adjustedfor share sub-divisions,shareconsolidations,sharecapitalizations,reorganizations,recapitalizations andthe like)for any 20trading days withinany 30-trading dayperiod commencingafter the BusinessCombination and(ii)subsequent to aBusiness Combination,the date on which the

177、Company consummates asubsequentliquidation,merger,share exchange orother similartransaction whichresults in all of theCompanysshareholders havingthe right to exchangetheir ClassAOrdinary Shares forcash,securities orother property(the“Lock-up”).SilverLodeCapital LLC;Roth;CesarJohnston;GeorgeJones;Has

178、sanParsa;MikeNoonen;andAnthonyEisenberg The securities are nottransferable or saleableexcept in each case(a)toour or Roths officers,directors,advisors orconsultants,any affiliateor family member of any ofour or Roths officers,directors,advisors orconsultants,any members orpartners of the sponsor ort

179、heir affiliates and fundsand accounts advised bysuch members or partners,any affiliates of thesponsor,or any employeesof such affiliates,(b)inthe case of an individual,as a gift to such personsimmediate family or to atrust,the beneficiary ofwhich is a member of suchpersons immediate family,an affili

180、ate of such personor to a charitableorganization;(c)in thecase of an individual,byvirtue of laws of descentand distribution upon deathof such person;(d)in thecase of an individual,pursuant to a qualifieddomestic relations order;I by private sales ortransfers made inconnection with any forwardpurchas

181、e agreement orsimilar arrangement,inconnection with anextension of the completionwindow or in connectionwith the consummation of abusiness combination atprices no greater than theprice at which the sharesor rights were originallypurchased;(f)pro ratadistributions from oursponsor or Roth to itsrespec

182、tive members,partners or shareholderspursuant to our sponsorsor Roths limitedliability company agreementor other charter documents;(g)by virtue of the lawsof the Cayman Islands orour sponsors limitedliability company agreementupon dissolution of oursponsor or upon dissolutionof Roth,(h)in the evento

183、f our liquidation prior toour consummation of ourinitial businesscombination;(i)in theevent that,subsequent toour consummation of aninitial businesscombination,we complete aliquidation,merger,shareexchange or other similartransaction which resultsin all of our shareholdershaving the right toexchange

184、 their ClassAordinary shares for cash,securities or otherproperty or(j)to a2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm14/242nominee or custodian of aperson or entity to whom a

185、transfer would bepermissible under clauses(a)through(g);provided,however,that in the caseof clauses(a)through(g)and clause(j)thesepermitted transferees mustenter into a writtenagreement agreeing to bebound by these transferrestrictions and the otherrestrictions contained inthe letter agreements.5202

186、5/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm15/242Table of ContentsSubjectSecurities Expiration Date NaturalPersonsandEntitiesSubjecttoRestrictions Exceptions to TransferRestricti

187、onsWarrants in privateplacement 30 days after thecompletion of ourinitial businesscombination SilverLodeCapital LLCRoth The securities are nottransferable or saleableexcept in each case(a)tothe Companys or thesubscribers officers ordirectors,any affiliates orfamily members of any of theCompanys or S

188、ubscribersofficers or directors,anymembers of the Companyssponsor,or any affiliatesof the Companys sponsor,(b)in the case of anindividual,by gift to amember of the individualsimmediate family or to atrust,the beneficiary ofwhich is a member of theindividuals immediatefamily or an affiliate ofsuch pe

189、rson,or to acharitable organization;(c)in the case of anindividual,by virtue oflaws of descent anddistribution upon death ofthe individual;(d)in thecase of an individual,pursuant to a qualifieddomestic relations order;(e)by virtue of the lawsof the State of NewYork orSubscribers partnershipagreement

190、 in the event of asubscribers liquidation;(f)in the event of theCompanys liquidation priorto the consummation of aBusiness Combination;provided,however,that inthe case of clauses(a)through(f)thesepermitted transferees mustenter into a writtenagreement agreeing to bebound by these transferrestriction

191、s and by the sameagreements entered into bythe Companys sponsor andthe Subscriber with respectto such securities.The nominal purchase price paid by our sponsor for the founder shares maysignificantly dilute the implied value of your public shares in the event weconsummate an initial business combina

192、tion,and our sponsor and other initialshareholders are likely to make a substantial profit on their investment in us inthe event we consummate an initial business combination,even if the businesscombination causes the trading price of our ordinary shares to decline materially.The following table set

193、s forth information with respect to our initial shareholdersand the public shareholders:Shares Purchased Total Consideration AveragePricePer Share Number Percentage Amount Percentage Initial Shareholders(1)3,333,333 23.26%$25,000 0.02%$0.0075Public Shareholders(3)11,000,000 76.74%100,000,000 99.98%$

194、9.09_(1)Assumes the full forfeiture of 500,000 founder shares and no exercise of the underwritersover-allotment option.(3)Includes the issuance of an additional 1,000,000 shares underlying the rights contained inthe public shareholdersThe Class B ordinary shares will automatically convert into Class

195、 A ordinaryshares concurrently with or immediately following the consummation of our initialbusiness combination or earlier at the option of the holder on a one-for-one basis,subject to adjustment for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like,and subjec

196、t to further adjustmentas provided herein.In the case that additional ClassA ordinary shares,or anyother equity-linked securities,are issued or deemed issued in excess of theamounts sold in this offering and related to or in connection with the closing ofthe initial business combination,the ratio at

197、 which Class B ordinary sharesconvert into ClassA ordinary shares will be adjusted(unless the holders of a2025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm16/242majority of the outs

198、tanding ClassB ordinary shares agree to waive such adjustmentwith respect to any such issuance or deemed issuance)so that the number of ClassAordinary shares issuable upon conversion of all ClassB ordinary shares will equal,in the aggregate,25%of the sum of(i)the total number of all ClassA ordinarys

199、hares outstanding upon the completion of this offering(including any Class Aordinary shares issued pursuant to the underwriters over-allotment option),plus(ii)all ClassA ordinary shares and equity-linked securities issued or deemedissued,in connection with the closing62025/5/21 15:39sec.gov/Archives

200、/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm17/242Table of Contentsof the initial business combination(excluding any shares or equity-linkedsecurities issued,or to be issued,to any seller in the initial busi

201、nesscombination and any private placement-equivalent warrants issued to our sponsor orany of its affiliates or to our officers or directors upon conversion of workingcapital loans and excluding the up to 30,000 Class A ordinary shares that may beissued to Roth or its affiliates,depending upon the ex

202、tent to which the over-allotment option is exercised,minus(iii)any redemptions of ClassA ordinaryshares by public shareholders in connection with an initial business combination;provided that such conversion of initial shares will never occur on a less thanone-for-one basis.In addition,in order to f

203、acilitate our initial business combination,our sponsormay surrender or forfeit,transfer or exchange our founder shares,privateplacement warrants or any of our other securities,including for no consideration,as well as subject any such securities to earn-outs or other restrictions,orotherwise amend t

204、he terms of any such securities or enter into any otherarrangements with respect to any such securities.If we raise additional funds through equity or convertible debt issuances,ourpublic shareholders may suffer significant dilution.This dilution would increaseto the extent that the anti-dilution pr

205、ovision of the founder shares result in theissuance of Class A ordinary shares on a greater than one-to-one basis uponconversion of the founder shares at the time of our initial business combination.In addition,the conversion of the rights would further increase the dilution toour public shareholder

206、s.The founder shares and the private placement warrants held by the sponsor will onlybe distributed to the members of the sponsor(including the non-managing sponsormembers)after consummation of our initial business combination,at which time suchnon-managing sponsor members would become subject to th

207、e applicable transferrestrictions with respect to such securities.Of the 3,250,000 private placementwarrants(whether or not the underwriters over-allotment option is exercised),Roth has agreed to purchase 1,000,000 Class B.1 private placement warrants,and itis anticipated that the sponsor will retai

208、n an economic interest in 1,000,000 ClassB.1 private placement warrants,after taking into effect the issuances ofmembership interests to the independent directors,and the non-managing sponsorinvestors will retain economic interests in the 1,000,000 Class B.2 privateplacement warrants.Note from Manag

209、ementOur management is pragmatic,measuring our success in both immediate potential andcontinuous financial return balanced across all stakeholders.Our investmentphilosophy has been shaped by our deep experience in management and Merger andAcquisition experience in small and large companies through m

210、any transactions thatwe have been a part of,have originated,or combined across the growth spectrum,from startups to multi-billion-dollar corporations.We believe in quality management teams that lead attractive target businesses.Successful teams understand not only their craft,but the limitations in

211、theirbusinesses,and realize that efficient scaling requires a consistent onboarding ofknowledge,expertise,and varied points of view,as well as capital,to continuewinning the challenge of sustained extraordinary growth.Unlocking value and growth potential for our investors,our business combinationtar

212、gets,and ourselves is a balanced multi-part equation crafted through analignment of incentives and an incremental injection of value from and across allstakeholders.We have been and continue to be entrepreneurs,managers,board members andinvestors in public and private enterprises that we find exciti

213、ng.It is with realknowledge of the successes and failures of talented and energetic creators that weoffer our counsel as partners in seeking to unlock further growth and value,aswell as our support and a matching of intense work ethic,to the managers ofbusinesses we select for combination.Management

214、 TeamOur management team is led by Cesar Johnston,our Chairman,President and ChiefExecutive Officer.Cesar Johnston,our founding director(appointed on June 5,2024),and ourChairman,President and Chief Executive Officer(appointed on June28,2024),waspreviously at Energous Corporation(“Energous”)from Jul

215、y2014 until June2024.Energous develops silicon-based wireless power transfer(WPT)technologies andcustomizable reference designs including innovative silicon chips,antennas,software,and transmission systems for a large variety of applications,such asRadio Frequency Tags,and IoTSensors across the Reta

216、il,Industrial,Smart Home andOffice,and Medical markets.Mr.Johnston served as their Chief Executive Officerfrom December202172025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm18/242Ta

217、ble of Contentsuntil March2024,President from June2023 until March2024,and Board Directorfrom June2023 to June2024.Mr.Johnston held various other executive managementroles while at Energous,including Acting Chief Executive Officer from July2021 toDecember2021,Office of the CEO,Chief Operating Office

218、r,Executive Vice Presidentof Engineering and Operations,and Senior Vice President of Engineering.Mr.Johnston also served as an advisor to KINS Capital,LLC the sponsor entity toKINS Technology Group,a special purpose acquisition company(“SPAC”),fromDecember 2020 through March 2023,which completed a b

219、usiness combination withCXApp Holdings,Inc.(Nasdaq:“CXAI”).At the time of the business combination,99.3%of the public shares had been redeemed.The share price at the close ofbusiness on December 26,2024 was$1.915.Prior to joining Energous,fromMarch2006 to September2013,Mr.Johnstons last position at

220、Marvell TechnologyInc.(NASDAQ:MRVL)was Vice President of Engineering for Wireless Connectivity.Marvell Technology Inc.is a developer and producer of semiconductors and relatedtechnology,where Mr.Johnston was responsible for R&D and development of all Wi-Fi,Bluetooth,FM,and NFC products.From 2004 to

221、2006,Mr.Johnston was a SeniorDirector at Broadcom Inc.(NASDAQ:AVGO),a developer,manufacturer and globalsupplier of semiconductor and infrastructure software products,where he wasresponsible for Wi-Fi VLSI and Systems Hardware development products.Mr.Johnstonis recognized in the technology developmen

222、t of multiple WiFi wireless products.Heserves on the Chief Technology Officer Council for the Global SemiconductorAlliance(GSA).Mr.Johnston received both B.S.and M.S.degrees in ElectricalEngineering from the New York University Tandon School of Engineering andholds a Certificate of Business Excellen

223、ce(COBE)from the University ofCalifornia,Berkeley.He is an IEEE Senior Member,and he holds more than 50 US andInternational patents.Our board of directors will also include George Jones,Hassan Parsa and MikeNoonen.George Jones will serve as a director of the Company and our Chief OperatingOfficer fr

224、om the date of this Prospectus.As Managing Director at Woodside CapitalSecurities Inc.(a registered broker-dealer located in Palo Alto,California,“Woodside Capital”)since September 2021,Mr.Jones leads the semiconductorpractice and provides strategic advice to private and public companies within theh

225、ardware,software,and service domains.He has over 30 years of operatingexperience and advises semiconductor,embedded software and sensor companies on M&Aand strategic financing transactions.Before Woodside Capital,from January 2020through January 2021,Mr.Jones served as Chief Business Officer at Matr

226、ixIndustries,Inc.,managing sales,marketing,and business development servingenterprise and government customers.Matrix Industries,Inc.is a manufacturer ofself-powered machine-learning products designed for connected devices.Mr.Joneshas been in general management,sales,and marketing roles at public an

227、d privatecompanies,including Pathion,Applied Micro Circuits Corporation(AMCC,now MACOM),RMI Corporation(now Broadcom,Inc.),VLSI Technology Inc.(now NXP),and morerecently as a mentor/advisor at 500 Global and Silicon Catalyst.Mr.Jones has beenbased in Silicon Valley for most of his career and has exe

228、cuted M&A transactions asa deal lead for public,private,domestic,and international entities.As ManagingDirector of Woodside Capital,Mr.Jones sources clients and leads projects thatinvolve merger and acquisitions as well as capital raises.As the leader ofWoodsides semiconductor practice,he has a uniq

229、ue view and access to this rapidlygrowing industry.Mr.Jones has also served as a director of PharmaSecure,Inc.,aprivately held brand protection and security technology company since December2018.PharmaSecure provides product authentication services to enterprise customersincluding pharmaceutical and

230、 agricultural manufacturers.In addition,he has beenserving as a director of SkillMil,Inc.,since April 2018.SkillMil,Inc.providescareer placement services to retiring military veterans and hiring companies in theprivate sector.Mr.Jones earned an MBA at The Wharton School and a Bachelor ofElectrical E

231、ngineering degree at Georgia Tech.He is also a founding member of SandHill Angels,a leading angel investment group in Silicon Valley,where he hasserved as a board member and leader over the years.Hassan Parsa will serve as an independent director of the Company from the date ofthis Prospectus.Mr.Par

232、sa has been serving as a Limited Partner and ExecutiveAdvisor at Candou Angel Network LLC since January 2020 and a Limited Partner atCatapult Ventures II,L.P.since June 2022.Mr.Parsa is a seasoned high-techexecutive with a passion for technology innovation,investing and M&A.He has heldleadership pos

233、itions in Corporate Development,M&A and Venture Capital over thelast 25 years at leading technology companies in Silicon Valley.He has createdsignificant strategic value with more than 30 M&A transactions and has deployedmore than$500 million in venture investments in semiconductor,mobility,cloudcom

234、puting,security,and AI market segments.Mr.Parsa was the Global Head ofCorporate Development at Arm Holdings plc,the leading provider of semiconductor IPin Computing and AI between April 2010 and May 2022.While at Arm,he was theChairman of Arm investment committee and held Board positions at Ambiq Mi

235、cro Inc.(US),Arduino AG.(Italy),Deeptech Labs(UK),Arm IoT fund(Taiwan)and Hopu ArmInnovation Fund(China).Prior to Arm,Mr.Parsa was a partner at Lucent VenturePartners between November 198982025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archiv

236、es/edgar/data/2028735/000121390025045972/ea0209329-04.htm19/242Table of Contentsand May 2003 and held executive positions at Centillium Communications Inc.betweenMay 2003 and August 2008,Lucent Technologies and AT&T Bell Labs between June 1985and November 1989.Mr.Parsa earned an MBA degree with hono

237、rs from ColumbiaUniversity in New York City and a Master of Science degree in ElectricalEngineering from University of Maryland.Mike Noonen will serve as an independent director of the Company from the date ofthis Prospectus.Mr.Noonen has served as the Chief Executive Officer of SwavePhotonics,B.V.,

238、since 2022,with 30 years of experience with technologybusinesses,having assisted with initial public offerings and acquisitions.Mr.Noonen served as the Chief Executive Officer of MixComm,Inc.from 2019 until itwas acquired by Sivers Semiconductors,Inc.in early 2022.From 2013 until 2015 Mr.Noonen was

239、the Chairman and co-founder of Silicon Catalyst,Inc.,one of the firstsemiconductor incubators and named as EE Times 2015 Start-up of the Year.Previously,Mr.Noonen served as Executive Vice President for Global Products,Design,Sales,&Marketing at GlobalFoundries,Inc.from 2011 until 2013,ExecutiveVice

240、President for Worldwide Sales&Marketing,at NXP Semiconductors,B.V.from2008 until 2011,and Executive Vice President for Global Sales&Marketing atNational Semiconductor,Inc.from 2001 until 2008.Mr.Noonen holds multiplepatents in the areas of Internet telephony and video communications.Since April2022,

241、Mr.Noonen has served as a director of SK Growth Opportunities Corp.(Nasdaq:“SKGR”),a SPAC,and serves on the Audit Committee,Compensation Committee and theCorporate Governance Committee.Since March 2022,Mr.Noonen has served as adirector of SES AI Corp.(NYSE:“SES”),engaged in the development and produ

242、ctionof high-performance Li-Metal rechargeable battery technology for electric vehicles,and serves on the Audit Committee and Compensation Committee.Mr.Noonen alsoserves as a director of Finwave Semiconductor Inc.,a private company in thesemiconductor sector linearizing both power amplifiers and low

243、 noise amplifiers.In2013 he was elected to the Global Semiconductor Alliance Board of Directors for a 1year term.He holds a BSEE from Colorado State University and in 2012 was named theCollege of Engineering Distinguished Alumni of the Year.Anthony D.Eisenberg will serve as an independent director o

244、f the Company fromthe date of this Prospectus.Mr.Eisenberg is an attorney with practice areas infinance law and corporate governance.Mr.Eisenberg also has extensive experienceas a private markets investor.He currently serves on the Board of Directors ofNASDAQ-listed biotechnology company AbPro Corpo

245、ration(“AbPro”Nasdaq:ABP),where he has chaired both the Audit and Compensation Committees since November2024.AbPro had merged with Atlantic Coastal Acquisition II,a NASDAQ-listed SPAC(“ACAB”),where from 2021 through 2024,Mr.Eisenberg served as a Director andChief Strategy Officer.From March 2021 Mr.

246、Eisenberg served as a Director andChief Strategy Officer of Atlantic Coastal Acquisition Corp.(“ACAH”),a NASDAQ-listed SPAC that raised$330 million,until September 2023,when he resigned inconnection with a sponsor handover.In 2020,Mr.Eisenberg became a foundingpartner in Palo Santo VC,a$50 million v

247、enture capital firm specializing ininnovative mental health treatments.Mr.Eisenberg leads Tappan Street,a familyoffice where he focuses on investments in sports and entertainment media rights andother private investments.M.Eisenberg has also served as an advisor of the BambuFund LLC,a mental health

248、venture capital fund,from 2019 to 2024.Mr.Eisenbergholds a JD from the University of Michigan an MBA from Georgetown University,aswell as an undergraduate degree with honors from the University of Miami.Mr.Eisenberg is a member of the Bar of the State of New York.Mr.Eisenberg began hiscareer in poli

249、tics working in the Office of U.S.Senator Debbie Stabenow,PattonBoggs and the D.C.based research group Marwood Group,prior to his principalinvesting career,which began at the hedge fund Christofferson Robb&Company.Past performance of our management team or their affiliates is not a guaranteeeither(i

250、)of success with respect to any business combination we may consummate or(ii)that we will be able to identify a suitable candidate for our initial businesscombination.You should not rely on the historical performance record of ourmanagement team or their affiliates as indicative of our future perfor

251、mance.Ourofficers and directors may have conflicts of interest with other entities to whichthey owe fiduciary or contractual obligations with respect to initial businesscombination opportunities.For a list of our officers and directors and entitiesfor which a conflict of interest may or does exist b

252、etween such persons and us,aswell as the priority and preference that such entity has with respect toperformance of obligations and presentation of business opportunities to us,pleaserefer to the table and subsequent explanatory paragraph under“ManagementConflicts of Interest.”Formed on May14,2024,S

253、ilverLode Capital LLC,our sponsor is a Delaware limitedliability company with the purpose of engaging with companies looking for access tocapital and or public markets and deploy sponsor equity investment capital inoperating businesses and any other actions as are reasonably incidental to theforegoi

254、ng.Mr.Johnston,our Chairman,President and Chief Executive Officer is theManaging Member of the sponsor.92025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm20/242Table of ContentsBusin

255、ess StrategyWhile we may pursue an initial business combination with a company in any industry,sector or geographic location,we intend to focus our search on opportunities wherewe believe we can capitalize on the experience and expertise of our management teamto identify,acquire and potentially oper

256、ate a business in the technology sector,with a focus on semiconductors and systems solutions.Initially,we will look atcompanies that are poised for growth,led by a highly regarded management team,with an enterprise value in the range of$200-$500 million.We will seek to acquirebusinesses that we beli

257、eve are poised for growth whether stand alone or incombination with capable management teams,but potentially in need of financial,operational,strategic or managerial enhancement to maximize value.We do notintend to acquire companies without established business plans.Our management teamand board of

258、directors will seek to leverage their access to proprietary deal flow,sourcing capabilities and network of industry contacts to generate businesscombination opportunities.Our Investment Thesis and StrategyWe have identified the following general criteria and guidelines that we believeare important i

259、n evaluating prospective targets.We will use these criteria andguidelines in evaluating acquisition opportunities,but we may decide to enter intoour initial business combination with a target business that does not meet thesecriteria and guidelines.Target Business Size.We will seek to invest in one

260、or more businesses,determined in the sole discretion of our officers and directors according toreasonably accepted valuation standards and methodologies.Competitive Position.We intend to invest in one or more businesses that have aleading,growing or unique niche market position in their respective s

261、ectors.Wewill analyze the strengths and weaknesses of target businesses relative to theircompetitors.We will seek to invest in one or more businesses that demonstrateadvantages when compared to their competitors,including capable management team,defensible proprietary technology,strong adoption rate

262、s,and relevant domainexpertise.Capable Management Team.We will seek to invest in one or more businesses thathave experienced management teams or those that provide a platform for us toassemble an effective and capable management team.We will focus on managementteams with a track record of driving re

263、venue growth and creating value for theirshareholders.Benefit from Being a Public Company.We intend to seek out one or morebusinesses that will benefit from being publicly listed and can effectively utilizethe broader access to capital and the public profile to grow and accelerateshareholder value c

264、reation.Defensible Business Niche.We will seek one or more companies that have or whencombined will have a leading or niche market position and that demonstrate or coulddemonstrate when combined advantages when compared to their competitors,which mayhelp to create barriers to entry against new compe

265、titors.Potential for Stable Free Cash Flow.We will seek to acquire a business ormultiple businesses that have historically generated,or has the potential togenerate sustainable free cash flow.These criteria are not intended to be exhaustive.Any evaluation relating to themerits of a particular initia

266、l business combination may be based,to the extentrelevant,on these general guidelines as well as other considerations,factors andcriteria that our management may deem relevant.We may decide to enter into ourinitial business combination with a target business that does not meet the abovecriteria and

267、guidelines,and in the event we do so,we will disclose that thetarget business does not meet the above criteria in our shareholder communicationsrelated to our initial business combination,which,as discussed in thisprospectus,would be in the form of proxy solicitation materials or tender offerdocumen

268、ts that we would file with the SEC.Our Acquisition ProcessIn evaluating a prospective target business,we expect to conduct a due diligencereview which may encompass,among other things,meetings with incumbent managementand employees,document reviews,interviews of customers and suppliers,inspectionof

269、facilities,as applicable,as well as a review of financial,operational,legaland other information about the target and its industry which will be madeavailable to us.If we determine to move forward with a particular target,we willproceed to structure and negotiate the terms of the business combinatio

270、ntransaction.102025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm21/242Table of ContentsThe time required to select and evaluate a target business and to structure andcomplete our in

271、itial business combination,and the costs associated with thisprocess,are not currently ascertainable with any degree of certainty.Any costsincurred with respect to the identification and evaluation of,and negotiationwith,a prospective target business with which our initial business combination isnot

272、 ultimately completed will result in our incurring losses and will reduce thefunds available for us to use to complete another business combination.Initial Business CombinationWe are not presently engaged in,and we will not engage in,any operations for anindefinite period of time following this offe

273、ring.We intend to effectuate ourinitial business combination using cash from the proceeds of this offering and theprivate placement of the private placement warrants,the proceeds of the sale ofour shares in connection with our initial business combination(including pursuantto forward purchase agreem

274、ents or backstop agreements we may enter into followingthe 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,othersecurities issuances,or a combination of the foregoing.We may seek to completeour init

275、ial business combination with a company or business that may be financiallyunstable or in its early stages of development or growth,which would subject us tothe numerous risks inherent in such companies and businesses.We will provide our public shareholders with the opportunity to redeem all or apor

276、tion of their ClassA ordinary shares(up to an aggregate of 15%of the sharessold in this offering,as described in more detail in this prospectus)upon thecompletion of our initial business combination either(i)in connection with ageneral meeting called to approve the business combination or(ii)without

277、 ashareholder vote by means of a tender offer.If we seek shareholder approval,wewill complete our initial business combination only if we receive an ordinaryresolution under Cayman Islands law and our amended and restated memorandum andarticles of association,which requires the affirmative vote of a

278、t least a majorityof the votes cast by such shareholders as,being entitled to do so,vote in personor,where proxies are allowed,by proxy at the applicable general meeting of thecompany.The decision as to whether we will seek shareholder approval of a proposedbusiness combination or conduct a tender o

279、ffer will be made by us,solely in ourdiscretion,and will be based on a variety of factors such as the timing of thetransaction and whether the terms of the transaction would require us to seekshareholder approval under applicable law or stock exchange listing requirement.We have until the date that

280、is 18months from the closing of this offering or untilsuch earlier liquidation date as our board of directors may approve,to consummateour initial business combination.If we anticipate that we may be unable toconsummate our initial business combination within such 18-month period,we mayseek sharehol

281、der approval to amend our amended and restated memorandum and articlesof association to extend the date by which we must consummate our initial businesscombination.If we seek shareholder approval for an extension,holders of publicshares will be offered an opportunity to redeem their shares at a per

282、share price,payable in cash,equal to the aggregate amount then on deposit in the trustaccount,including interest earned thereon(less taxes payable,other than anyexcise or similar tax that may be due or payable),divided by the number of thenissued and outstanding public shares,subject to applicable l

283、aw.Our initialshareholders will lose their entire investment in us if our initial businesscombination is not completed within 18 months from the closing of this offeringunless we extend the amount of time we have to consummate an initial businesscombination by obtaining shareholder approval to amend

284、 our amended and restatedmemorandum and articles of association.While we do not currently intend to seeksuch shareholder approval,we may elect to do so in the future.There is no limiton the number of extensions that we may seek.If we do not or are unable to extendthe time period to consummate our in

285、itial business combination,our sponsorsinvestment in our founder shares and our private placement warrants will beworthless.If we are unable to complete our initial business combination within 24months fromthe closing of this offering,or by such earlier liquidation date as our board ofdirectors may

286、approve,from the closing of this offering,we will redeem 100%ofthe public shares at a per share price,payable in cash,equal to the aggregateamount then on deposit in the trust account,including interest earned thereon(less taxes payable,other than any excise or similar tax that may be due orpayable,

287、and up to$100,000 of interest income to pay dissolution expenses),divided by the number of then issued and outstanding public shares,subject toapplicable law and certain conditions as further described herein.We expect thepro rata redemption price to be approximately$10.00 per public share(whether o

288、rnot the underwriters exercise their over-allotment option),without taking intoaccount any interest or other income earned on such funds.However,we cannotassure you that we will in fact be able to distribute such amounts as a result ofclaims of creditors,which may take priority over the claims of ou

289、r publicshareholders.112025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm22/242Table of ContentsNasdaq rules require that we must complete one or more business combinations havingan

290、aggregate fair market value of at least 80%of the value of the assets held inthe trust account(excluding the deferred underwriting commissions and taxespayable on the interest earned on the trust account).Our board of directors willmake the determination as to the fair market value of our initial bu

291、sinesscombination.If our board of directors is not able to independently determine thefair market value of our initial business combination,we will obtain an opinionfrom an independent investment banking firm or another independent entity thatcommonly renders valuation opinions with respect to the s

292、atisfaction of suchcriteria.While we consider it likely that our board of directors will be able tomake an independent determination of the fair market value of our initial businesscombination,it may be unable to do so if it is less familiar or experienced withthe business of a particular target or

293、if there is a significant amount ofuncertainty as to the value of the targets assets or prospects.Additionally,pursuant to Nasdaq rules,any initial business combination must be approved by amajority of our independent directors.We anticipate structuring our initial business combination so that the p

294、osttransaction company in which our public shareholders own shares will own or acquire100%of the equity interests or assets of the target business or businesses.Wemay,however,structure our initial business combination such that the posttransaction company owns or acquires less than 100%of such inter

295、ests or assets ofthe target business in order to meet certain objectives of the target managementteam or shareholders or for other reasons,but we will only complete such businesscombination if the post transaction company owns or acquires 50%or more of theoutstanding voting securities of the target

296、or otherwise acquires a controllinginterest in the target sufficient for it not to be required to register as aninvestment company under the Investment Company Actof1940,as amended,or theInvestment Company Act.Even if the post transaction company owns or acquires 50%or more of the voting securities

297、of the target,our shareholders prior to thebusiness combination may collectively own a minority interest in the posttransaction company,depending on valuations ascribed to the target and us in thebusiness combination.For example,we could pursue a transaction in which we issuea substantial number of

298、new shares in exchange for all of the outstanding capitalstock,shares or other equity interests of a target.In this case,we would acquirea 100%controlling interest in the target.However,as a result of the issuance ofa substantial number of new shares,our shareholders immediately prior to ourinitial

299、business combination could own less than a majority of our issued andoutstanding shares subsequent to our initial business combination.If less than100%of the equity interests or assets of a target business or businesses are ownedor acquired by the post transaction company,the portion of such busines

300、s orbusinesses that is owned or acquired is what will be taken into account forpurposes of the 80%of net assets test described above.If the business combinationinvolves more than one target business,the 80%of net assets test will be based onthe aggregate value of all of the target businesses.Potenti

301、al ConflictsMembers of our management team will directly or indirectly own our ordinary shares,or other instruments,such as units,shares or rights,linked to our ordinaryshares,following this offering and,accordingly,may have a conflict of interestin determining whether a particular target business i

302、s an appropriate business withwhich to effectuate our initial business combination.Further,each of our officersand directors may have a conflict of interest with respect to evaluating aparticular business combination if the retention or resignation of any suchofficers and directors was included by a

303、 target business as a condition to anyagreement with respect to our initial business combination.Sourcing of Potential Business Combination TargetsWe believe our management teams significant operating and transaction experienceand relationships will provide us with a substantial number of potential

304、initialbusiness combination targets.Over the course of their careers,the members of ourmanagement team have developed a broad network of contacts and corporaterelationships around the world.This network has grown through multiple activitiesof our management team in Engineering,Operations,Marketing,M

305、ergers andAcquisitions,and Sales among others and through sourcing,operating,or evaluatingor acquiring multiple businesses.Our teams reputation in the industry is wellrecognized as described on each members biography showing our accomplishments andstrong experience.We believe that the network of con

306、tacts and relationships of our management teamwill provide us important sources of investment opportunities.In addition,weanticipate that target business combination candidates will be brought to ourattention from various unaffiliated sources,including investment marketparticipants,private equity fu

307、nds and large business enterprises seeking to divestnon-core assets or divisions.122025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm23/242Table of ContentsWe are not prohibited from

308、 pursuing an initial business combination with a companythat is affiliated with our sponsor,officers or directors,non-managing sponsorinvestors,or completing the business combination through a joint venture or otherform of shared ownership with our sponsor,officers or directors or non-managingsponso

309、r investors.In the event we seek to complete our initial businesscombination with a company that is affiliated(as defined in our amended andrestated memorandum and articles of association)with our sponsor,officers ordirectors,we,or a committee of independent directors,will obtain an opinion froman i

310、ndependent investment banking firm or another independent entity that commonlyrenders valuation opinions,stating that the consideration to be paid by us in suchan initial business combination is fair to our company from a financial point ofview.We are not required to obtain such an opinion in any ot

311、her context.Members of our management team and our independent directors will directly orindirectly own founder shares and/or private placement warrants following thisoffering and,accordingly,may have a conflict of interest in determining whether aparticular target business is an appropriate busines

312、s with which to effectuate ourinitial business combination.The low price that our sponsor,executive officersand directors(directly or indirectly)paid for the founder shares creates anincentive whereby our officers and directors could potentially make a substantialprofit even if we select an acquisit

313、ion target that subsequently declines in valueand is unprofitable for public shareholders.If we are unable to complete ourinitial business combination within 18months from the closing of this offering,orby such earlier liquidation date as our board of directors may approve,the foundershares and the

314、private placement warrants may expire worthless,except to theextent they receive liquidating distributions from assets outside the trustaccount,which could create an incentive for our sponsor,executive officers anddirectors to complete a transaction even if we select an acquisition target thatsubseq

315、uently declines in value and is unprofitable for public shareholders.Further,each of our officers and directors may have a conflict of interest withrespect to evaluating a particular business combination if the retention orresignation of any such officers and directors was included by a target busin

316、ess asa condition to any agreement with respect to our initial business combination.Each of our officers and directors presently has,and any of them in the future mayhave additional,fiduciary,contractual or other obligations or duties to one ormore other entities pursuant to which such officer or di

317、rector is or will berequired to present a business combination opportunity to such entities.Accordingly,if any of our officers or directors becomes aware of a businesscombination opportunity which is suitable for an entity to which he or she has thencurrent fiduciary or contractual obligations,he or

318、 she will honor his or herfiduciary or contractual obligations to present such business combinationopportunity to such other entity,subject to their fiduciary duties under CaymanIslands law.Our amended and restated memorandum and articles of associationprovide that,to the fullest extent permitted by

319、 law:(i)no individual serving asa director or an officer,among other persons,shall have any duty,except and tothe extent expressly assumed by contract,to refrain from engaging directly orindirectly in the same or similar business activities or lines of business as us,and(ii)we renounce any interest

320、or expectancy in,or in being offered anopportunity to participate in,any potential transaction or matter which(a)may bea corporate opportunity for any director or officer,on the one hand,and us,onthe other or(b)the presentation of which would breach an existing legalobligation of a director or offic

321、er to any other entity.We do not believe,however,that the fiduciary duties or contractual obligations of our officers ordirectors will materially affect our ability to complete our initial businesscombination.In addition,our sponsor and our officers and directors may sponsor or form otherspecial pur

322、pose acquisition companies similar to ours or may pursue other businessor investment ventures during the period in which we are seeking an initialbusiness combination.As a result,our sponsor,officers and directors could haveconflicts of interest in determining whether to present business combination

323、opportunities to us or to any other special purpose acquisition company with whichthey may become involved.Any such companies,businesses or investments may presentadditional conflicts of interest in pursuing an initial business combinationtarget.However,based on the fact that there are many companie

324、s,businesses orinvestments that would be a suitable target for a business combination with us,andbecause we may consummate a business combination with a target in a broad array ofindustries,we do not believe that any such potential conflicts would materiallyaffect our ability to complete our initial

325、 business combination.Prior to the date of this prospectus,we will file a Registration Statement onForm8-A with the SEC to voluntarily register our securities under Section12 ofthe Securities Exchange Act of 1934,as amended,or the Exchange Act.As aresult,we will be subject to the rules and regulatio

326、ns promulgated under theExchangeAct.We have no current intention of filing a Form15 to suspend ourreporting or other obligations under the ExchangeAct prior or subsequent to theconsummation of our initial business combination.132025/5/21 15:39sec.gov/Archives/edgar/data/2028735/000121390025045972/ea

327、0209329-04.htmhttps:/www.sec.gov/Archives/edgar/data/2028735/000121390025045972/ea0209329-04.htm24/242Table of ContentsPrivate PlacementsIn June2024,we issued an aggregate 4,312,500 ClassB ordinary shares,which werefer to throughout this prospectus as the“founder shares,”for an aggregatepurchase pri

328、ce of$25,000,or approximately$0.006 per share,to the sponsor.Subsequently,on February 6,2025,the Company,through a share capitalization,issued the sponsor an additional 1,437,500 Class B ordinary shares as bonus shares,bringing the aggregate number of founder shares to 5,750,000 Class B ordinaryshar

329、es,resulting in a purchase price per Class B ordinary share of approximately$0.004.On May 7,2025,1,916,667 Class B ordinary shares were surrendered by thesponsor,leaving 3,833,333 Class B ordinary shares with a purchase price ofapproximately$0.0075.The founder shares held by the sponsor includes an

330、aggregate of up to 500,000shares subject to forfeiture to the extent that the underwriters over-allotmentoption is not exercised in full,so that the sponsor will continue to own 25%ofour issued and outstanding shares after this offering(not including the privateplacement warrants described below and

331、 assuming the sponsor does not purchase unitsin this offering).In addition,the sponsor and Roth have committed to purchase an aggregate of3,250,000 private placement warrants(whether or not the underwriters over-allotment option is exercised),at a price of$1.00 per private placement warrant,or$3,250

332、,000 in the aggregate,in a private placement that will closesimultaneously with the closing of this offering.Of those 3,250,000 privateplacement warrants,our sponsor has agreed to purchase 2,000,000 private placementwarrants(whether or not the underwriters exercise their over-allotment option)andRot

333、h has agreed to purchase 1,250,000 private placement warrants.Certaininstitutional investors(none of which are affiliated with any member of ourmanagement,our sponsor or any other investor),which we refer to as the“non-managing sponsor investors”throughout this prospectus,have expressed an interestto indirectly purchase,through the purchase of non-managing sponsor membershipinterests,an aggregate