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1、2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm1/241S-1/A 1 ea0232145-08.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on May 20,2025.Registration

2、 No.333-285517UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.5TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Cal Redwood Acquisition Corp.(Exact name of registrant as specified in its charter)_Cayman Islands 6770 N/A(State or otherjurisdiction ofinc

3、orporation ororganization)(Primary StandardIndustrialClassification Code Number)(IRS EmployerIdentification Number)2440 Sand Hill Road Suite 101Menlo Park,CA94025(415)692-7762(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Vivek Ranadiv

4、,President and Chairman;Daven Patel,Chief ExecutiveOfficer2440 Sand Hill Road Suite 101Menlo Park,CA94025(415)692-7762(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Alan Annex,Esq.Jason Simon,Esq.Tricia Branker,Esq.Greenberg Traurig,LLP1750 T

5、ysons Boulevard,Suite 1000McLean,Virginia 22102Tel:(703)749-1300 HaydenIsbisterMourant Ozannes(Cayman)LLP94 Solaris Avenue,Camana BayGrand Cayman KY1-1108Cayman IslandsTel:(345)814-9125 Mitchell Nussbaum,Esq.David Levine,Esq.Loeb&Loeb,LLP345 Park AvenueNewYork,NewYork10154Tel:(212)407-4000_Approxima

6、te date of commencement of proposed sale to the public:As soon as practicableafter the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933 check the f

7、ollowing box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this For

8、m is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rul

9、e462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,anon-accelerated file

10、r,a smaller reporting company or an emerging growth company.See thedefinitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule12b-2 of the ExchangeAct.Large acceleratedfiler Accelerated filer Non-acceleratedfiler Smaller reportingcompany

11、 Emerging growthcompany If an emerging growth company,indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section7(a)(2)(B)of the Securities Act.The Registrant hereby am

12、ends this Registration Statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafter2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea

13、0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm2/241become effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the Registration Statement shall become effective on such date asthe Securities and Exchange Commission,a

14、cting pursuant to said Section 8(a),maydetermine.2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm3/241Table of ContentsThe information in this prospectus is not complete and may be

15、 changed.We may notsell these securities until the registration statement filed with the Securities andExchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in anyjurisdiction where the offer or sale is not

16、permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATEDMAY 20,2025$200,000,000Cal Redwood Acquisition Corp.20,000,000UnitsCal Redwood Acquisition Corp.is a blank check company incorporated as a CaymanIslands exempted company and formed for the purpose of effecting a merger,amalgamation,share ex

17、change,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 business combination target and we have not,nor has anyone on our behalf,initiated

18、 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 has an offering priceof$10.00 and consists of one ClassA ordinary share and

19、one right to receive onetenth(1/10)of a Class A ordinary share upon the consummation of an initialbusiness combination,as described in more detail in this prospectus.We refer to therights included in the units as Share Rights.The underwriters have a 45-day optionfrom the date of this prospectus to p

20、urchase up to an additional 3,000,000units tocover over-allotments,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 that are sold

21、as part of the unitsin this offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price,payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the c

22、onsummation of our initial business combination,including interest earned on the funds held in the trust account(net of amountswithdrawn to pay taxes),divided by the number of then-outstanding public shares,subject to the limitations and on the conditions described herein.See“Summary The Offering Re

23、demption rights for public shareholdersupon completion of our initial business combination”and“SummaryTheOfferingRedemption of public shares and distribution and liquidationif no initial business combination”for more information.Notwithstanding the foregoing redemption rights,if we seek shareholder

24、approval ofour initial business combination and we do not conduct redemptions in connection withour initial business combination pursuant to the tender offer rules,our amended andrestated memorandum and articles of association provide that a public shareholder,together with any affiliate of such sha

25、reholder or any other person with whom suchshareholder is acting in concert or as a“group”(as defined under Section13 ofthe Securities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 20%ofthe shares sold in this off

26、ering without our prior consent.However,we would not berestricting our shareholders ability to vote all of their shares(including allshares held by those shareholders that hold more than 20%of the shares sold in thisoffering)for or against our initial business combination.See“SummaryTheOffering Limi

27、tation on redemption rights of shareholders holding 20%or more of the shares sold in this offering if we hold shareholder vote”for further discussion on certain limitations on redemption rights.Our sponsor,Cal Redwood Sponsor LLC,has committed to purchase an aggregate of400,000 private placement uni

28、ts(or 430,000 private placement units if theunderwriters over-allotment option is exercised in full),each private placementunit consisting of one ClassA ordinary share and one Share Right to receive onetenth(1/10)of a Class A ordinary share upon the consummation of an initialbusiness combination,as

29、described in more detail in this prospectus,at a price of$10.00 per unit,or$4,000,000 in the aggregate(or$4,300,000 if the underwritersover-allotment option is exercised in full),in a private placement that will closesimultaneously with the closing of this offering.We refer to these units throughout

30、this prospectus as the private placement units.The underwriters have committed touse a portion of their underwriting discount and commission to purchase an aggregateof 200,000 private placement units(or 230,000 private placement units if theunderwriters over-allotment option is exercised in full)at

31、a price of$10.00 perunit,or$2,000,000 in the aggregate(or$2,300,000 if the underwriters over-allotment option is exercised in full),in a private placement that will closesimultaneously with the closing of this offering.Five institutional investors(none of which are affiliated with any member of ourm

32、anagement),which we refer to as the“non-managing sponsor investors”throughoutthis prospectus,have expressed an interest to indirectly purchase,through thepurchase of non-managing sponsor membership interests,an aggregate of 300,000private placement units at a price of$10.00 per unit($3,000,000 in th

33、e aggregate)in a private placement that will close simultaneously with2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm4/241 2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/00012

34、1390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm5/241Table of Contentsthe closing of this offering.Subject to the non-managing sponsor investorspurchasing,through the sponsor,the private placement units allocated to themsimultaneously w

35、ith the closing of this offering,the sponsor will issue membershipinterests at a nominal purchase price to the non-managing sponsor investorsreflecting their interest in an aggregate of 2,400,000 founder shares(as definedbelow)held by the sponsor.The non-managing sponsor investors will have no right

36、 tovote the founder shares,private placement units or securities underlying the privateplacement units that they hold indirectly through their membership interests in thesponsor.For a discussion of certain additional arrangements with the non-managingsponsor investors,see“Risk FactorsRisks Relating

37、to our Search for,and Consummation of or Inability to Consummate,a BusinessCombination Since our sponsor,officers and directors,any otherholder of our founder shares,including the non-managing sponsor investorsmay lose their entire investment in us if our initial business combinationis not completed

38、(other than with respect to public shares they may acquireduring or after this offering),a conflict of interest may arise indetermining whether a particular business combination target is appropriatefor our initial business combination;in addition,we are not prohibitedfrom pursuing an initial busine

39、ss combination with a company that isaffiliated with our sponsor,officers,directors or the non-managingsponsor investors,or completing the business combination through a jointventure or other form of shared ownership with our sponsor,officers ordirectors or the non-managing sponsor investors.”Our sp

40、onsor purchased an aggregate of 7,665,900 Class B ordinary shares(the“founder shares”)for an aggregate of$25,000,up to 999,900 of which will besurrendered to us for no consideration after the closing of this offering dependingon the extent to which the underwriters over-allotment option is exercised

41、,whichwill automatically convert into Class A ordinary shares concurrently with orimmediately following the consummation of our initial business combination,orearlier at the option of the holders thereof on a one-for-one basis,subject toadjustment for share sub-divisions,share capitalizations,reorga

42、nizations,recapitalizations and the like.If additional Class A ordinary shares,or otherequity-linked securities,are issued or deemed issued in excess of the amounts soldin this offering in connection with the closing of the initial business combination,the ratio at which ClassB ordinary shares conve

43、rt into ClassA ordinary shares willbe adjusted(unless waived)so that the number of Class A ordinary shares soissuable will equal,in the aggregate,approximately 25%of the sum of(i)the totalnumber of all Class A ordinary shares outstanding upon the completion of thisoffering(excluding the Class A ordi

44、nary shares underlying the private placementunits),plus(ii)all ClassA ordinary shares and equity-linked securities issued ordeemed issued,in connection with the closing of the initial business combination(subject to certain exclusions described herein)minus(iii)any redemptions ofClassA ordinary shar

45、es by public shareholders in connection with charter amendmentsprior to an initial business combination or an initial business combination;providedthat the conversion of founder shares will never occur on a less than one-for-onebasis.If we increase or decrease the size of the offering pursuant to Ru

46、le 462(b)under the Securities Act,we will effect a share capitalization or a share repurchaseor redemption or other appropriate mechanism,as applicable,with respect to ourClass B ordinary shares immediately prior to the consummation of the offering in suchamount as to maintain the ownership of found

47、er shares by our initial shareholders,onan as-converted basis,at 25%of our issued and outstanding ordinary shares upon theconsummation of this offering(excluding the private placement shares).Anyconversion of Class B ordinary shares described herein will take effect as acompulsory redemption of Clas

48、s B ordinary shares and an issuance of Class A ordinaryshares as a matter of Cayman Islands law.Prior to the closing of our initialbusiness combination,only holders of our ClassB ordinary shares(i)will have theright to vote to appoint and remove directors prior to or in connection with thecompletion

49、 of our initial business combination and(ii)will be entitled to vote oncontinuing our company in a jurisdiction outside the Cayman Islands(including anyspecial resolution required to amend our constitutional documents or to adopt newconstitutional documents,in each case,as a result of our approving

50、a transfer byway of continuation in a jurisdiction outside the Cayman Islands).On any othermatters submitted to a vote of our shareholders prior to or in connection with thecompletion of our initial business combination,holders of the Class B ordinaryshares and holders of the ClassA ordinary shares

51、will vote together as a singleclass,except as required by law.See“SummaryThe OfferingSponsorInformation”,“SummaryThe OfferingFounder Shares”,“SummaryThe OfferingTransfer Restrictions on Founder Shares”,“SummaryThe OfferingFounder Shares Conversion and Anti-DilutionRights”and“Summary The Offering App

52、ointment and Removal ofDirectors and Continuing the Company Outside of the Cayman Islands;VotingRights”for further discussion on our sponsors and our affiliatessecurities and compensation.Each of our officers and directors presently has,and any of them in thefuture may have additional,fiduciary,cont

53、ractual or other obligations orduties to one or more other entities pursuant to which such officer ordirector is or will be required to present a business combinationopportunity to such entities.The low price that our sponsor,officers anddirectors(directly or indirectly)paid for the founder shares c

54、reates an incentivewhereby our officers and directors could potentially make a substantial profit evenif we select an acquisition target that subsequently declines 2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000

55、121390025046176/ea0232145-08.htm6/241Table of Contentsin value and is unprofitable for public shareholders.If we are unable to completeour initial business combination and do not hold a shareholder vote to amend ouramended and restated memorandum and articles of association to extend the amount ofti

56、me we will have to consummate an initial business combination within 24monthsfrom the closing of this offering,or by such earlier liquidation date as our boardof directors may approve,the founder shares and private placement units may expireworthless,except to the extent they receive liquidating dis

57、tributions from assetsoutside the trust account,which could create an incentive for our sponsor,executiveofficers and directors to complete a transaction even if we select an acquisitiontarget that subsequently declines in value and is unprofitable for publicshareholders.Further,each of our officers

58、 and directors may have a conflict ofinterest with respect to evaluating a particular business combination if theretention or resignation of any such officers and directors was included by a targetbusiness as a condition to any agreement with respect to our initial businesscombination.Upon consummat

59、ion of this offering or thereafter,we will repay up to$300,000 in loans made to us by our sponsor to cover offering-related andorganizational expenses.In the event that following this offering we obtain workingcapital loans from our sponsor to finance transaction costs related to our initialbusiness

60、 combination,up to$2,500,000 of such loans may be convertible into units ata price of$10.00 per unit at the option of the lender,which conversion may resultin material dilution to our public shareholders.We may also pay consulting,successor finder fees to our sponsor or a member of our management te

61、am,or their respectiveaffiliates in connection with the consummation of our initial business combination,and we may engage our sponsor or an affiliate of our sponsor as an advisor orotherwise in connection with our initial business combination and certain othertransactions and pay such person or ent

62、ity a salary or fee in an amount thatconstitutes a market standard for comparable transactions.Each of our independentdirectors will also receive for their services as directors 30,000 founder shares.Asa result,there may be actual or potential material conflicts of interest between oursponsor and it

63、s affiliates on one hand,and purchasers in this offering on the other.See the sections titled“SummarySponsor Information”and“ManagementConflicts of Interest”for more information.We have until the date that is 24months from the closing of this offering or untilsuch earlier liquidation date as our boa

64、rd of directors may approve,to consummateour initial business combination.If we anticipate that we may be unable toconsummate our initial business combination within such 24-month period,we may seekshareholder approval to amend our amended and restated memorandum and articles ofassociation to extend

65、 the date by which we must consummate our initial businesscombination.There is no limit on the number of extensions that we may seek;however,we do not expect to extend the time period to consummate our initial businesscombination beyond 36 months from the closing of this offering.If we seeksharehold

66、er approval for an extension,holders of public shares will be offered anopportunity to vote on the extension and to redeem their shares at a per share price,payable in cash,equal to the aggregate amount then on deposit in the trust account,including interest earned thereon(net of taxes payable),divi

67、ded by the number ofthen issued and outstanding public shares,subject to applicable law.If we areunable to complete our initial business combination and do not hold a shareholdervote to amend our amended and restated memorandum and articles of association toextend the amount of time we will have to

68、consummate an initial business combinationwithin 24months from the closing of this offering,or by such earlier liquidationdate as our board of directors may approve,we will redeem 100%of the public sharesat a per share price,payable in cash,equal to the aggregate amount then on depositin the trust a

69、ccount,including interest earned thereon(net of taxes payable and upto$100,000 of interest income to pay dissolution expenses),divided by the number ofthen issued and outstanding public shares,subject to applicable law and certainconditions as further described herein.Currently,there is no public ma

70、rket for our units,ClassA ordinary shares or ShareRights.We intend to apply to have our units listed on The Nasdaq Global Market(“Nasdaq”),under the symbol“CRAQU,”on or promptly after the date of thisprospectus.We cannot guarantee that our securities will be approved for listing onNasdaq.We expect t

71、he ClassA ordinary shares and Share Rights comprising the unitsto begin separate trading on the 52nd day following the date of this prospectusunless Cohen&Company Capital Markets,a division of J.V.B.Financial Group,LLC(“CCM”)and Seaport Global Securities LLC(“Seaport”),the representatives of theunde

72、rwriters,informs us of its decision to allow earlier separate trading,subjectto our satisfaction of certain conditions as described further herein.Once thesecurities comprising the units begin separate trading,we expect that the ClassAordinary shares and Share Rights will be listed on Nasdaq under t

73、he symbols“CRA”and“CRAQR”,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.Investing in our securities involvesa high degree of risk.See“Risk Factors”beginning o

74、n 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 offerings.2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea02

75、32145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm7/241Table of ContentsNeither 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 com

76、plete.Any representationto the contrary is a criminal offense.No offer or invitation,whether directly or indirectly,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$200,000,000Underwriting discounts and com

77、missions$0.60$12,000,000Proceeds,before expenses,to us$9.40$188,000,000_(1)Includes(a)$0.20 per unit,or$4,000,000 in the aggregate(or$4,600,000 if theoverallotment option is exercised in full),payable to the underwriters upon the closing ofthis offering,of which(i)$0.10 per unit will be paid to the

78、underwriters in cash and(ii)$0.10 per unit will be used by the underwriters to purchase private placement units;and(b)up to$0.40 per unit,or upto$8,000,000 in the aggregate(or up to$9,200,000 if the overallotment option is exercisedin full)payable to the underwriters in this offering,for deferred un

79、derwriting commissions,to be placed in a trust account located in the UnitedStates and released to the underwritersonly upon the completion of an initial business combination,but such$0.40 per unit shall bedue solely on amounts remaining in the trust account following all properly submittedsharehold

80、er redemptions in connection with the consummation of our initial businesscombination.Does not include certain fees and expenses payable to the underwriters inconnection with this offering.See also“Underwriting”for additional information regardingunderwriting compensation.Of the proceeds we receive

81、from this offering and the sale of the private placementunits described in this prospectus,$200.0 million,or$230.0 million 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 Lucky Lucko,Inc.d/b/aEfficiency(“

82、Efficiency”)acting as trustee.Because our sponsor acquired the founder shares at a nominal price,our publicshareholders will incur an immediate and substantial dilution upon the closing ofthis offering.Further,the ClassA ordinary shares issuable in connection with theconversion of the founder shares

83、 may result in material dilution to our publicshareholders due to the anti-dilution rights of our founder shares that may result inan issuance of Class A ordinary shares on a greater than one-to-one basis uponconversion.See the sections titled“Risk FactorsRisks Relating to ourSecurities The nominal

84、purchase price paid by our sponsor for thefounder shares may result in significant dilution to the implied value ofyour public shares upon the consummation of our initial businesscombination,and our sponsor is likely to make a substantial profit on itsinvestment in us in the event we consummate an i

85、nitial businesscombination,even if the business combination causes the trading price ofour ordinary shares to materially decline.”and“Dilution.”The following table illustrates the difference between the public offering price perunit and our net tangible book value per share(“NTBV”),as adjusted to gi

86、ve effectto this offering and assuming the redemption of our public shares at varying levelsand the exercise in full and no exercise of the over-allotment option.See thesection titled“Dilution”for more information.As of February11,2025OfferingPrice of$10.00perUnit 25%of MaximumRedemption 50%of Maxim

87、umRedemption 75%of MaximumRedemption MaximumRedemptionNTBV NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPriceAssuming Full Exercise of Over-Allotment Option$7.09$6.53$3.47$5.6

88、4$4.36$4.02$5.98$0.17$9.83Assuming No Exercise of Over-Allotment Option$7.08$6.52$3.48$5.62$4.38$4.00$6.00$0.15$9.85 2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm8/241Table of C

89、ontentsOur sponsor and members of our management team will directly or indirectly own oursecurities following this offering,and accordingly,they may have a conflict ofinterest in determining whether a particular target business is an appropriatebusiness with which to effectuate our initial business

90、combination.Additionally,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 or moreother entities pursuant to which such officer or director is or will be required topresent a business combinat

91、ion opportunity to such entities.As a result,there maybe actual or potential material conflicts of interest between our sponsor,itsaffiliates on one hand,and purchasers in this offering on the other.See thesections titled“Proposed Business Sourcing of Potential BusinessCombination Targets”and“Manage

92、mentConflicts of Interest”for moreinformation.The underwriters are offering the units for sale on a firm commitment basis.Theunderwriters expect to deliver the units to the purchasers on or about,2025.Lead Book-Running ManagerCohen&Company Capital MarketsJoint Book RunnerSeaport Global Securities 20

93、25/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm9/241Table of ContentsTABLE OF CONTENTS PageSummary 1The Offering 19Risks 41Risk Factors 44Cautionary NoteRegarding Forward-Looking St

94、atements 88Use of Proceeds 89Dividend Policy 92Dilution 93Capitalization 95Managements Discussion and Analysis of Financial Condition and Results ofOperations 96Proposed Business 102Effecting Our Initial Business Combination 117Management 136Principal Shareholders 147Certain Relationships and Relate

95、d Party Transactions 152Description of Securities 155Taxation 173Underwriting 183Legal Matters 191Experts 191Where You Can Find Additional Information 191Index to Financial Statements F-1We are responsible for the information contained in this prospectus.Wehave not,and the underwriters have not,auth

96、orized 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 anoffer to sell securities in any jurisdiction where the offer or sale is notpermitted.You should not assume that the information c

97、ontained in thisprospectus is accurate as of any date other than the date on the front ofthis prospectus.TrademarksThis prospectus contains references to trademarks and service marks belonging toother entities.Solely for convenience,trademarks and trade names referred to inthis prospectus may appear

98、 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,its rights to these trademarks and tradenames.We do not intend our use or display of other companies trade names,trademarks or ser

99、vice marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.i2025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm10/241Table of ContentsSUMMARYThi

100、s 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 should consider in making an investment decision.You should read thisentire prospectus carefully,including the information under“Risk

101、Factors”andour financial statements and the related notes included elsewhere in thisprospectus,before investing.Unless otherwise stated in this prospectus or the context otherwise requires,references to:“CCM”are to Cohen&Company Capital Markets,a division ofJ.V.B.Financial Group,LLC,a representative

102、 of the underwriters in thisoffering;“we,”“us,”“company”or“our company”are to Cal RedwoodAcquisition Corp.,a Cayman Islands exempted company;“Companies Act”are to the Companies Act(As Revised)of the CaymanIslands as the same may be amended from time to time;“completion window”are to(i)the period end

103、ing on the date that is24months 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 combination pursuant to an amendm

104、ent toour amended and restated memorandum and articles of association;ourshareholders can also vote at any time to amend our amended and restatedmemorandum and articles of association to modify the amount of time wewill have to complete an initial business combination,in which case ourpublic shareho

105、lders will be offered an opportunity to redeem their publicshares;“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 of theClassB ordinary shares

106、 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 shares immediately prior t

107、o 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”means certain investors(none of whichare affiliated with any member of our management,our sponsor or any other

108、investor)that have expressed an interest to indirectly purchase,throughthe purchase of non-managing sponsor membership interests,an aggregate of300,000 of the private placement units at a price of$10.00 per unit($3,000,000 in the aggregate)in a private placement that will closesimultaneously with th

109、e closing of this offering.Subject to the non-managing sponsor investors purchasing,through the sponsor,the privateplacement units allocated to them simultaneously with the closing of thisoffering,the sponsor will issue membership interests at a nominalpurchase price to the non-managing sponsor inve

110、stors reflecting theirinterest in an aggregate of 2,400,000 founder shares held by the sponsor;however,the non-managing sponsor investors will have no right to vote thefounder shares,private placement units or securities underlying theprivate placement units that it holds indirectly through their me

111、mbershipinterests in 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 person or,where proxies are allowed,by proxy at ageneral meeting of the company,or a resolution approved in wri

112、ting by allof the holders of the issued shares entitled to vote on such matter(orsuch lower threshold as may be allowed under the Companies Act from timeto time);12025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/0001

113、21390025046176/ea0232145-08.htm11/241Table of Contents“ordinary shares”are to our ClassA ordinary shares and our ClassBordinary shares;“private placement rights”are to the Share Rights included in theprivate placement units;“private placement shares”are to the Class A ordinary shares includedin the

114、private placement units;“private placement units”are to the units,each unit consisting of oneClass A ordinary share and one Share Right,at a price of$10.00 per unit,issued to our sponsor in a private placement simultaneously with theclosing of this offering;“public shares”are to Class A ordinary sha

115、res sold as part of theunits in this offering(whether they are purchased in this offering orthereafter in the open market);“public shareholders”are to the holders of our public shares,includingour initial shareholders,management team or advisors,to the extent ourinitial shareholders,members of our m

116、anagement team and/or advisorspurchase public shares,provided that each initial shareholders,memberof our management teams or advisors status as a“public shareholder”will only exist with respect to such public shares;“Seaport”are to Seaport Global Securities LLC,a representative of theunderwriters i

117、n this offering;“Share Rights”are to the rights to receive one tenth(1/10)of aClass A ordinary share upon the consummation of an initial businesscombination which are being sold as part of the units in this offering andthe private placement;“special resolution”are to a resolution of the company pass

118、ed 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 allowed,by proxy at ageneral meeting o

119、f 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 may be allowedunder the Companies Act fr

120、om time to time);and“sponsor”are to Cal Redwood Sponsor LLC,Delaware limited liabilitycompany which was recently formed to invest in our company,as furtherdiscussed under“Sponsor Information”,below.Any conversion of the ClassB ordinary shares described in this prospectus willtake effect as a compuls

121、ory redemption of ClassB 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 take effect as a surrender of shares for no consideration asa matter of Cayman Isl

122、ands 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 assumes that theunderwriters will not exercise their o

123、ver-allotment option.22025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm12/241Table of ContentsProposed BusinessGeneralWe are a blank check company incorporated on January7,2025 as a

124、 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 as our initial business combination.We h

125、ave 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.While we may pursue an initial business combination in any sector,weintend to focus our efforts on businesses i

126、n the technology,media andtelecommunications(“TMT”)sector as well as sectors that are being transformedvia technology disruption,where we believe our management teams operational andinvestment expertise will provide us with a competitive advantage.We believe that our management team,which includes o

127、ur executive officers anddirectors as discussed below,is well-positionedto identify attractive businesscombination opportunities with a compelling industry backdrop,customer propositionand market position,as well as multiple vectors to create value post-combination.Our Management TeamOur management

128、team is led by Vivek Ranadiv,our President and Chairman,DavenPatel,our Chief Executive Officer and director,Raymond Dong,our Chief InvestmentOfficer,and James Chan,our Chief Financial Officer.The team currentlycollaborates on Bow Capital Management LLC(“Bow Capital”),a venture capitalfund,and before

129、 that Messrs.Ranadiv and Patel were involved with TIBCO SoftwareInc.(“TIBCO”),a real time integration,process automation and analytics company.Mr.Ranadiv founded TIBCO and grew it to$1billion in annual revenue when it wassold to Vista Equity Partners in 2014 for$4.3 billion.TIBCO acquiredapproximate

130、ly 30 technology businesses during Mr.Ranadivs tenure as chiefexecutive officer.In May2020,Messrs.Ranadiv and Patel partnered with others on its sponsor teamto form BowX Acquisition Corp.(“BowX”),a special purpose acquisition company,which consummated an initial business combination with WeWork Inc.

131、,a leadingflexible space provider,in October2021.See“Prior SPAC Experience”below formore information regarding BowX.In 2016,Mr.Ranadiv partnered with the University of California(“UC”)to formBow Capital FundI,LP,an early stage venture fund.The relationship with UC giveshim unique access to this univ

132、ersity system of 10 campuses,5 medical campuses,3national labs,extensive research capabilities(with approximately$5billion spentper year),and more than 2million living alumni as strategic partners.We willseek to leverage our executive officers access to experts within the UC networkfor sourcing and

133、diligence of potential opportunities.Our management team consists of seasoned investors and industry executives with anextensive track record of identifying,building,operating,advising,and investingin TMT businesses.The team also has a track record in identifying disruptivetechnology platforms that

134、have the potential to transform industries.We believethe team will be able to source superior TMT investment opportunities through anextensive network of individuals from private equity,venture capital,growthequity,global corporations,sports and entertainment,and higher education.Webelieve this netw

135、ork of relationships will provide us access to proprietary anddifferentiated deal flow.Once our management team has sourced a potential opportunity for an initialbusiness combination,we believe they will have the operational expertise to driveefficiencies across the target business.Our team believes

136、 that companies withsound business models,strong competitive positions,healthy unit economics,andunique product offerings can rapidly grow without having to sacrificeprofitability.Through our management teams expertise,we expect to take abusiness that fits our investment parameters and implement an

137、operational“playbook”to make it a profitable growth company.For example,drawing upon theircollective experience leading TIBCO,our executive officers are knowledgeable inrelevant company building skills including,but not limited to,recruiting,selecting,and succession planning for board members and ke

138、y leadership positions,developing a strategic,long-term business plan,and managing and optimizing go-to-market efforts.Additionally,given their extensive experience with public marketinvestors,we believe our management team is well-positioned to guide a companythrough financial and operational metri

139、c benchmarking to develop a thoughtfulinvestor relations strategy.32025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm13/241Table of ContentsVivek RanadivVivek Ranadiv has served as o

140、ur Chairman and President since our inception.Mr.Ranadiv has been the Founder and Managing Director of Bow Capital and itsaffiliated funds since 2016,and the Owner and Chairman of the Sacramento Kingssince 2013.He founded his first company,Teknekron Software Systems,Inc.(“Teknekron”),in 1986 to deve

141、lop and apply software to financial trading floors.After selling Teknekron to Reuters PLC in 1994,he then went on to found and spin-out TIBCO as a separate company in 1997.TIBCO completed its initial publicoffering in 1999 and was subsequently sold to Vista Equity Partners in 2014 for$4.3billion.As

142、Chairman and Chief Executive Officer,Mr.Ranadiv built TIBCOinto a leading provider of middleware software that became the central data nervoussystem for many of the worlds largest companies and government agencies.Mr.Ranadiv became involved in NBA basketball first as Vice Chairman of the GoldenState

143、 Warriors.Mr.Ranadiv formerly served on the boards of Nielsen,a globalmedia company,and WebEx,a telecommunications company,prior to its sale to Cisco.From August2020 to October2021,Mr.Ranadiv served as Chairman and Co-ChiefExecutive Officer of BowX,a special purpose acquisition company and,following

144、 theconsummation of BowXs business combination,he served as a director of WeWork,Inc.from October2021 to August2023.Mr.Ranadiv holds a Bachelor of Scienceand a Master of Arts in Electrical Engineering from the Massachusetts Institute ofTechnology and a Master of Business Administration from Harvard

145、Business Schoolwhere he graduated as a Baker Scholar.Daven PatelDaven Patel has served as our Chief Executive Officer and director since ourinception.Mr.Patel joined Bow Capital in 2020,where he serves as a Principal andleads growth and private equity investing efforts.Prior to this,Mr.Patel heldinv

146、esting and operating roles in the Merchant Banking Division at Goldman Sachs,TIBCO,and Dialpad,a high-growth software-as-a-service company.Mr.Patel alsobegan his career as an Analyst at Goldman Sachs.Mr.Patel holds a Bachelor ofScience from the University of California,Berkeley.James ChanJames Chan

147、has served as our Chief Financial Officer since our inception.Mr.Chanbrings over 20 years of experience in venture capital,private equity,andmultinational corporations.Since 2024,he has served as Chief Financial Officer ofBow Capital,where he oversees financial strategy,fund management,and operation

148、alefficiency.In addition to his role at Bow Capital,Mr.Chan concurrently serves asChief Financial Officer of First Spark Ventures and Breakout Ventures since 2022,and of BankTech Ventures since 2022,where he manages complex financial operationsacross multiple funds.Mr.Chan served as Chief Financial

149、Officer of Yamaha MotorVentures from 2019 to 2022,where he led corporate venture capital and M&Ainitiatives.Previously,Mr.Chan held senior finance leadership roles at severalmultinational corporations and high-growth ventures,including ASSA ABLOY,Beats byDre,and Zodiac Aerospace,where his duties spa

150、nned corporate venture capital,M&A,financial strategy,and operational leadership,and he was involved in drivinggrowth,executing strategic carve-outs,and managing complex financialtransformations.Mr.Chan holds a Master of Business Taxation from the Universityof Southern California and dual Bachelor o

151、f Science degrees in PhysiologicalScience and Business Economics from the University of California,Los Angeles.Raymond DongRaymond Dong has served as our Chief Investment Officer since our inception.Mr.Dong has extensive experience investing and advising in the technologyindustry.He has been a Princ

152、ipal at Bow Capital since 2021 where he has focused onventure technology investments as well as opportunistic acquisitions.Prior to BowCapital,from 2018 to 2021,he was an analyst at Senator Investment Group(“Senator”),a long/short fundamental hedge fund covering healthcare technologyand technology p

153、ublic equities.At Senator,he was instrumental in utilizingalternative data(e.g.credit card data,web traffic)to inform investmentstrategies.Prior to Senator,Mr.Dong was a consultant at McKinsey from 2016through 2018 where he advised leading healthcare companies on growth and analyticsstrategies.Mr.Do

154、ng has been a board member at National Security Group,Inc.,aninsurance company based in Alabama.Mr.Dong holds a Bachelor of Arts in Economicsfrom University of Chicago.42025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/205835

155、9/000121390025046176/ea0232145-08.htm14/241Table of ContentsDirector NomineesEric C.W.DunnEric C.W.Dunn,who will become a member of our Board of Directors upon theeffectiveness of the registration statement of which this prospectus forms a part,has served as Chief Executive Officer of Quicken Inc.,a

156、 producer of personalfinance software in the UnitedStates since April2016.Mr.Dunn joined IntuitInc.,Quickens previous owner,in 1986 as employee number 4.He spent a total of20 years at Intuit over his career,including as its Chief Financial Officerthrough its 1993 initial public offering,as a softwar

157、e developer who worked onalmost all of the early versions of Quicken,as the first general manager of theQuicken business,as Intuits first Chief Technology Officer and finally as theleader of Intuits payments business.From 2003 to 2010,Mr.Dunn was a GeneralPartner at Cardinal Venture Capital,an inves

158、tment firm.Mr.Dunn previously servedas a director of several public companies,including BowX,from August2020 toOctober2021,as well as TIBCO Software,Inc.Mr.Dunn holds a B.A.from HarvardCollege and an MBA from Harvard Business School.Sanjay SubhedarSanjay Subhedar,who will become a member of our Boar

159、d of Directors upon theeffectiveness of the registration statement of which this prospectus forms a part,founded Storm Ventures in October2000,where he is currently a Managing DirectorEmeritus.Previously,he served as the chief operating officer at E-TEK Dynamics,afiber-optic component manufacturer f

160、rom December1997 to October 2000,playing akey role in the companys growth from 400 employees to over 5,000 employees in lessthan threeyears,in its initial public offering in 1998(Nasdaq:ETEK),as well asin its merger with JDS Uniphase in July2000.Prior to this,Mr.Subhedar was theChief Financial Offic

161、er for StrataCom,Inc.from its inception in January1986,through its initial public offering in July1992(Nasdaq:STRM)and until its mergerwith Cisco Systems in July1996.Following StrataComs merger with Cisco Systems,in July 1996 he served as Vice President of Ciscos WAN business unit untilOctober 1997.

162、Mr.Subhedar serves on the Advisory Board of the Kelly SchoolEntrepreneurship Program.Mr.Subhedar holds a BSc.from the University of Mumbaiand an MBA from Indiana University,Bloomington,where he was inducted in theIndiana University Presidents Circle in recognition of his support of theuniversity.Lor

163、i WrightLori Wright,who will become a member of our Board of Directors upon theeffectiveness of the registration statement of which this prospectus forms a part,has served as the Corporate Vice President of Xbox since January2021.In thisrole,she leads partnerships,business development,and strategy f

164、or the Gamingbusiness at Microsoft.Formerly,she was the Vice President of Business Developmentat Microsoft from October2019,leading global partnerships for Consumer products,including Gaming,Search,Advertising and News,and all Media&Entertainment.Prior to this,from April 2017 to October 2019,Ms.Wrig

165、ht served as GeneralManager for Office 365 collaboration applications,including Microsoft Teams andOutlook,where she oversaw global marketing for these products.Ms.Wrightdeveloped her business expertise through previous executive roles including ChiefMarketing Officer at BlueJeans Network from April

166、2016 to April2017 and ChiefMarketing Officer at TIBCO from October2013 to June2015.Before joining TIBCO,she served as Vice President at Symantec overseeing worldwide e-commerce sales andstrategy for Norton software from 2011 to 2013.Ms.Wright held executive positionswithin Symantecs Cloud and Enterp

167、rise divisions over her tenure,which began withVERITAS Software.Ms.Wright started her career at Walt Disney World in marketingand sales.Beginning in February2021,Ms.Wright has also served as a director ofKahoot!,a developer of a game-based learning platform used as educationaltechnology.From August

168、2020 to October 2021,she served as a director ofBowX.Ms.Wright has served as a startup advisor to companies including ColorGenomics and ServiceMax,as well as venture firms,including Bow Capital.Ms.Wright holds a B.A.in Business,with a major in Finance,from the University ofCentral Florida.Prior SPAC

169、 and Business Combination ExperienceMr.Ranadiv,our Chairman and President,served as Chairman and Co-Chief ExecutiveOfficer of BowX,a special purpose acquisition company,and as a managing member ofBowX Sponsor,LLC.Following the consummation of BowXs business combination,heserved as a director of WeWo

170、rk,Inc.from October2021 to August2023.Mr.Patel,our Chief Executive Officer and director was a member of BowX Sponsor.Mr.Dunn andMs.Wright,our director nominees,each served as a director of BowX.BowXconsummated its initial public offering in August2020 raising52025/5/22 10:19sec.gov/Archives/edgar/da

171、ta/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm15/241Table of Contentsgross proceeds of$483.0million.In March2021,BowX entered into an Agreementand Plan of Merger with WeWork,a leading flexible space provider.The busine

172、sscombination was consummated in October 2021.In connection with the businesscombination and the transactions contemplated by the business combination,anaggregate of 15,006,786 shares of ClassA common stock of BowX were redeemed,whichrepresented approximately 31%of the then outstanding shares.Upon c

173、losing,thecombined company received approximately$1.3 billion in gross cash proceedsconsisting of approximately$333.0 million from the BowX trust account,$150.0 million from a backstop investment and$800.0 million from a PIPEinvestment.Upon consummation of the business combination,BowX changed its n

174、ame toWeWork Inc.WeWork Inc.deregistered from the SEC in June 2024 and filed forChapter11 bankruptcy in November2024.With respect to the foregoing experiences of our management team,past performanceis not a guarantee that we will be able to identify a suitable candidate for ourinitial business combi

175、nation.You should not rely on the historical record of ourmanagement team as indicative of our future performance.For more information onthe experience and background of our management team,see the section entitled“Management.”Our Market OpportunityWe believe that much of the business ecosystem is r

176、ipe for disruption as technologycontinues to evolve at a rapid pace,playing an increasingly dominant role in ourdaily lives.Technology-based solutions via new-age platforms in social media andcloud computing have become an integral part of society.Over the course of humanhistory,various catalysts ha

177、ve changed the way humans interact with theirenvironment.“Civilization 1.0”,or“The Age of the Artisan”,was the periodwhen humans developed more sustainable crops,giving people a consistent level ofnutrition not experienced by prior generations of hunter-gatherers.“Civilization2.0”or“The Age of the C

178、orporation,”refers to the Industrial Revolution,aperiod that greatly increased the efficiency and output of workers through the useof electricity and large-scale mechanization.We are now in the early stages of“Civilization 3.0”or“The Age of Data”,wherein large amounts of data collectedthrough digita

179、l platforms and the internet can be efficiently processed by readilyavailable computing resources.We believe this rapid increase of data andacceleration of processing capabilities,combined with improved connectivity andmobility,is at the center of several tectonic changes in our lives and work.Thewa

180、y we hail a cab,see a doctor and collaborate with colleagues at work,have allbeen digitized.We believe that digital transformation and Civilization 3.0 areonly just beginning and could potentially represent the greatest opportunities forinnovation and wealth creation since the Industrial Revolution.

181、Our mission is toinvest in a technology company that capitalizes on these trends in digitaltransformation.Some of the themes at play in the current business environment that we aim tocapitalize on are as follows:Non-linearity in Healthcare:Software technologies,like machinelearning,are being combine

182、d with advances in medical science to transformpeoples ability to live longer,healthier lives.We believe that ourmanagement teams relationship with the UC system through Bow Capitalwill help us gain access to the pioneers and world experts in thesefields.Consumerization and Digitization of Enterpris

183、eCompanies:Traditional technology incumbents are losing theirfoothold as new approaches and technologies,including cloud,open sourcesoftware,artificial intelligence and edge device computing,disrupt theway technology is purchased and used in the enterprise.We believe ourmanagement teams significant

184、operating experience in the space will helpcapitalize on opportunities.Data-Driven Optimization of Transportation and Logistics:Aswe enter the“Age of Amazon”,companies are competing on supply chain,driving new needs for technology to optimize logistics operations.Webelieve our management teams deep

185、understanding of,and long-standingconnections in,the TMT industries will attract quality opportunities.Digital Identity:A digital“source of truth”for identity isoften missing from online social/commerce platforms and,when available,does not translate offline.We believe our management teams extensive

186、network enables connectivity at the regulatory level,including issuingnodes for identity.Digitization of Education:Education access via technologyenables lifelong and virtual learning to become more prevalent.We believeour management teams network of institutions and advisors will help usuncover and

187、 win the best opportunities.62025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm16/241Table of ContentsThe foregoing themes are not intended to be exhaustive.We may pursue an initialb

188、usiness combination with a target business in any industry,sector or geographiclocation we choose.We are focused on identifying businesses with good fundamentals and managementteams that,for various reasons,have been encouraged to over-optimize for justgrowth or just profit as opposed to making them

189、 profitable growth leaders.Webelieve that many large,high growth technology businesses backed by venturecapital and growth equity investors currently operate under a“grow at all costs”mindset.Access to large amounts of private capital over the previousseveralyears,we believe,has resulted in an unpre

190、cedented level of investment insales,marketing,and footprint expansion by companies focused almost exclusivelyon revenue growth.However,in the race to capture market share,we believe manybusinesses lose focus on the importance of profitability for their long-termoperating health and success,resultin

191、g in a failure to achieve their fullpotential.On the other hand,there is a set of technology businesses,usuallybacked by private equity firms,that become so focused on high levels ofprofitability to service their debt that their growth prospects may become limited.We believe the current environment

192、affords us the opportunity to acquire a businessthat offers both growth and profitability to yield a strong,resilient publiccompany poised for long term success.Despite the general availability of investment capital,there are also innovativetechnology businesses that have limited access to liquidity

193、,often because theirfull potential for digital transformation is,for various reasons,not wellunderstood by investors.We will seek to create a compelling alternative for scaledbusinesses to gain liquidity and benefit from our strategy.There are several capital markets-driven reasons why we believe we

194、 will be able toattract target businesses,some of which include:The significant number of large private companies that have raised recordamounts of capital and have opted to stay private longer over 500private technology companies in the U.S.were valued between$500millionand$1.5billion as of Decembe

195、r31,2024.The public markets have become more narrowly focused on the financialprofile of companies that can consummate an initial public offeringasper data sourced from Dealogic,the average number of technology initialpublic offerings has decreased from 65 per year during the period from2021 to 2022

196、 to 37 per year during the period from 2022 to 2024 leavingmany good companies with a difficult path to the public markets.Private equity has emerged as a prolific buyer of technology companies,but the financial profile and capital structure of these companies can beless favorable to IPO investors l

197、eaving attractive opportunities toacquire profitable companies.Our Mission and CriteriaWe intend to help one or more TMT businesses drive profitability and growth usingour management teams industry expertise and operational practices.While focusedon accelerating growth,our management team is also hi

198、ghly considerate of drivingprofitability to ensure a target business is well-positioned for a self-sustaininggrowth trajectory and as a result,solid value creation for investors.We will seekto leverage our management teams operational practices and industry expertise tounlock long-term and enduring

199、value.By taking a platform minded approach,we willseek to accelerate market penetration of a target business both organically andinorganically.Below are a sample of our management teams core values:Excellence:Setting high expectations and goals and seeking tofoster a culture of exceptionalism.Integr

200、ity:Valuing honesty and respect,holding each otheraccountable for actions and commitments.This is intended to help earn thetrust and confidence of teammates and partners by upholding our missionand values in every interaction.Openness:An openness to new ideas and people,embracingcreativity and risk-

201、taking and welcoming feedback for continuousimprovement.Agility:Remaining quick and agile to keep pace with ever changingbusiness environments.72025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea02

202、32145-08.htm17/241Table of ContentsTeamwork:Collaborating with others without ego and knowing thatwinning only occurs through the synergy of the skills and ideas of allparticipants.Socially Minded:Balancing economic and technological growth withthe welfare of society and the environment to influence

203、 the absolute goodof the whole to better our world.Consistent with these core values,we have identified the following generalcriteria and guidelines that we believe are important in evaluating prospectivetarget businesses.We intend to use these criteria and guidelines in evaluatinginitial business c

204、ombination opportunities,but we may decide to enter into ourinitial business combination with a target business that does not meet thesecriteria and guidelines.Size:We intend to focus on target businesses whose enterprisevalue is between$1billion and$3billion;our management team believesbusinesses o

205、f this size have the right mix of market positioning andpotential to scale and grow,while also having profitability potential.Visible revenue:We intend to seek businesses with models thatdeliver highly recurring,contracted revenue.Strong competitive position:We intend to seek businesses with afirst

206、mover advantage or a sizable market share in their segment and theopportunity to achieve market leadership.Proprietary technology platform:We intend to identifybusinesses with defensible proprietary technology and intellectualproperty rights,which create a competitive moat.Visionary management team:

207、We intend to seek to partner withteams who share our vision for“Civilization 3.0”and are able to executeon the market themes;given that we intend to devote significant resourcestoward reaching alignment with a targets management team andstakeholders,we intend to seek businesses with proven and accom

208、plishedmanagement teams that are eager to march forward together with,andbenefit from,our management teams expertise.Scaled,high-growth asset with path to profitability:Weintend to seek targets that have achieved scale and are on a predictablegrowth trajectory.Additionally,we seek businesses that ar

209、e profitable,or have a clear path to profitability,and the ability to grow thatprofitability over time.Public readiness:We intend to work with management andstakeholders who aspire to have their business become a public entity andgenerate substantial growth.Appropriate valuation:Our management team

210、has a background ofrigorous due diligence and disciplined valuation-centric investing,with adeep understanding of market value.We expect to complete a businesscombination that results in a strong risk-adjusted return profile withsubstantial upside potential while limiting downside risks.M&A platform

211、:We aim to further increase value by pursuing M&Aopportunities after our business combination.Our management team hassignificant experience in acquiring target businesses as Mr.Ranadiv andteam successfully consummated approximately 30 acquisitions while runningTIBCO.These criteria and guidelines are

212、 not intended to be exhaustive.Any evaluationrelating to the merits of a particular initial business combination may be based,to the extent relevant,on these general criteria and guidelines as well as otherconsiderations,factors,criteria,and guidelines that our management team may deemrelevant.In th

213、e event that we decide to enter into our initial businesscombination with a target business that does not meet the above criteria andguidelines,we will disclose that the target business does not meet the abovecriteria in our shareholder communications related to our initial businesscombination,which

214、,as discussed in this prospectus,would be in the form of proxysolicitation materials or tender offer documents that we would file with the SEC.82025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea02

215、32145-08.htm18/241Table of ContentsOur Business StrategyWe intend to specifically focus on target businesses with sound businessfundamentals that will contribute to the movement of digital transformation,especially,but not exclusively within the TMT industries.We will seek to effectively employ our

216、management teams investment acumen,operational skills and experience,as well as their extensive networks to add valueto a target business.We believe that the experience of our management team canguide a target business through a number of growth and efficiency initiatives,including attracting and re

217、taining customers,up-selling customers,strategicallyspending capital on research and development,focusing sales and marketinginitiatives,and inorganically rounding out product suites,among others.We willseek to generate returns for our stockholders by applying the previously describedoperational rig

218、or,all while focusing on profitable growth.We believe ourmanagement team possesses the following tools necessary to drive profitable growth:Expertise in advising,operating,and investing in TMTbusinesses:Our management team has extensive experience inidentifying disruptive companies with a high-growt

219、h profile,and operatingand providing strategic advice to these companies as they continue to growand transform society.We believe we can also recruit top talent and usethat intellectual capital to our competitive advantage.Specifically,Mr.Ranadiv pioneered efforts in digitizing Wall Street,and appli

220、edsimilar technologies through TIBCO to provide a digital transformationplatform to a wide range of industries,including financial services,telecommunications,energy,manufacturing,logistics and transportation,healthcare and others.He grew TIBCO to have over$1billion in annualrevenue as a public comp

221、any and an equity value of$4.3billion at thetime of TIBCOs sale in 2014.Over his tenure,the company completedapproximately 30 M&A transactions.As an operator and leader,Mr.Ranadiv focused on organic and inorganic growth,buildingtransformative products and technologies,creating deep relationshipsacro

222、ss the ecosystem,and constructing a world class management team.Ability to mentor and support exceptional executives:Themembers of our management team have served on the leadership teams andboards of directors of innovative,high-growth companies in North America,both within and outside of the TMT ec

223、osystem.Research and discoveries through academia:With our managementteams connection to the UC system through Bow Capital FundI,LP,webelieve we are strategically positioned to draw from one of the worldsleading public research university systems to identify and progresscutting edge technology.Produ

224、ct promotion:By potentially using our management teamsnetwork across Global 2000 companies and the sports and entertainmentworld,including athletes and entertainers,we believe we will be wellpositioned to significantly increase brand value and product adoption rateof a target business through effect

225、ive branding and marketing.Maximizing the value of becoming a publicly tradedentity:As a public entity,we believe we can offer a wide range ofadvantages to stakeholders.These include but are not limited to utilizingour management teams collective skills and experience to catalyzeaccelerated,profitab

226、le growth,broader access to debt and equity capitalproviders,liquidity alternatives for employees and early investors,alternate currency in the form of publicly traded stock for potentialacquisitions,and improved branding in the marketplace.Havingcollectively spent 15years leading a successful publi

227、c company,as wellas leading successful privately owned companies and other entrepreneurialendeavors,certain of our executive officers have acquired a wealth ofinformation and best practices that we believe can help drive stockholdervalue.Proprietary sourcing network:Following the completion of thiso

228、ffering,we will look to communicate with our management teams networkof relationships,which includes private equity firms,growth equityfirms,venture capitalists and entrepreneurs,to articulate the parametersfor our search for a target business and a potential business combinationand begin the proces

229、s of pursuing and reviewing potential opportunities.92025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm19/241Table of ContentsAcquisition ProcessIn evaluating a prospective target bu

230、siness,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 facilities,as applicable,as well as a review of financial,operational,legaland other informatio

231、n 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 combinationtransaction.The time required to select and evaluate a target business and to structure andcom

232、plete our initial 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 combi

233、nation isnot ultimately completed will result in our incurring losses and will reduce thefunds available for us to use to complete another business combination.Because there are numerous special purpose acquisition companies seeking to enterinto an initial business combination with available targets

234、,the competition foravailable targets with attractive fundamentals or business models may increase,which could cause target companies to demand improved financial terms.Attractivedeals could also become scarcer for other reasons,such as economic or industrysector downturns(including a negative publi

235、c perception of mergers involvingSPACs),geopolitical tensions,or increases in the cost of additional capitalneeded to close business combinations or operate targets post-business combination.Thus,our ability to identify and evaluate a target company may be impacted bysignificant competition among ot

236、her special purpose acquisition companies inpursuing business combination transaction candidates and significant competitionmay impact the attractiveness of the acquisition terms that we will be able tonegotiate.Initial Business CombinationWe are not presently engaged in,and we will not engage in,an

237、y operations for anindefinite period of time following this offering.We intend to effectuate ourinitial business combination using cash from the proceeds of this offering and theprivate placement of the private placement units,the proceeds of the sale of ourshares in connection with our initial busi

238、ness combination(including pursuant toforward purchase agreements or backstop agreements we may enter into following theconsummation 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

239、 combination of the foregoing.We may seek to completeour initial 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 p

240、ublic shareholders with the opportunity to redeem all or aportion of their Class A ordinary shares upon the completion of our initialbusiness combination either(i)in connection with a general meeting called toapprove the business combination or(ii)without a shareholder vote by means of atender offer

241、.If we seek shareholder approval,we will complete our initialbusiness combination only if we receive an ordinary resolution under Cayman Islandslaw and our amended and restated memorandum and articles of association,whichrequires the affirmative vote of at least a majority of the votes cast by suchs

242、hareholders as,being entitled to do so,vote in person or,where proxies areallowed,by proxy at the applicable general meeting of the company.The decision asto whether we will seek shareholder approval of a proposed business combination orconduct a tender offer will be made by us,solely in our discret

243、ion,and will bebased on a variety of factors such as the timing of the transaction and whether theterms of the transaction would require us to seek shareholder approval underapplicable law or stock exchange listing requirement.We have until the date that is 24months from the closing of this offering

244、 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 24-month period,we mayseek shareholder approval to amend our amended and restate

245、d 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 vote on the extension and to redeem theirshares at a per share price,payab

246、le in cash,equal to the aggregate amount then ondeposit in the trust account,including interest earned thereon(net of taxespayable),divided by the number of then issued and outstanding public shares,subject to applicable law.102025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0

247、232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm20/241Table of ContentsIf we are unable to complete our initial business combination and do not hold ashareholder vote to amend our amended and restated memorandum and articles ofassociation to extend the

248、amount of time we will have to consummate an initialbusiness combination within 24months from the closing of this offering,or by suchearlier liquidation date as our board of directors may approve,from the closing ofthis offering,we will redeem 100%of the public shares at a per share price,payable in

249、 cash,equal to the aggregate amount then on deposit in the trustaccount,including interest earned thereon(net of taxes payable and up to$100,000of interest income to pay dissolution expenses),divided by the number of thenissued and outstanding public shares,subject to applicable law and certaincondi

250、tions as further described herein.We expect the pro rata redemption price tobe approximately$10.00 per public share(regardless of whether or not theunderwriters exercise their over-allotment option),without taking into account anyinterest or other income earned on such funds.However,we cannot assure

251、 you thatwe will in fact be able to distribute such amounts as a result of claims ofcreditors,which may take priority over the claims of our public shareholders.If we do not complete our initial business combination within the completionwindow,while we do not currently intend to seek shareholder app

252、roval to amend ouramended and restated memorandum and articles of association to extend the amount oftime we will have to consummate an initial business combination,we may elect to doso in the future.There is no limit on the number of extensions that we may seek;however,we do not expect to extend th

253、e time period to consummate our initialbusiness combination beyond 36months from the closing of this offering.If wedetermine not to or are unable to extend the time period to consummate our initialbusiness combination or fail to obtain shareholder approval to extend thecompletion window,our sponsors

254、 investment in our founder shares and our privateplacement units will be worthless.Nasdaq rules require that we must complete one or more business combinations havingan aggregate fair market value of at least 80%of the value of the assets held inthe trust account(excluding the deferred underwriting

255、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 businesscombination.If our board of directors is not able to independently determine thefair market value of our initial business com

256、bination,we will obtain an opinionfrom an independent investment banking firm or another independent entity thatcommonly renders valuation opinions with respect to the satisfaction of suchcriteria.While we consider it likely that our board of directors will be able tomake an independent determinatio

257、n 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 if there is a significant amount ofuncertainty as to the value of the targets assets or prospects.Additionally,pursuant to Nasdaq r

258、ules,any initial business combination must be approved by amajority of our independent directors.We anticipate structuring our initial business combination so that the posttransaction company in which our public shareholders own shares will own or acquire100%of the equity interests or assets of the

259、target business or businesses.Wemay,however,structure our initial business combination such that the posttransaction company owns or acquires less than 100%of such interests or assets ofthe target business in order to meet certain objectives of the target managementteam or shareholders or for other

260、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 or otherwise acquires a controllinginterest in the target sufficient for it not to be required to register as aninvestment company

261、under the Investment Company Act.Even if the post transactioncompany owns or acquires 50%or more of the voting securities of the target,ourshareholders prior to the business combination may collectively own a minorityinterest in the post transaction company,depending on valuations ascribed to thetar

262、get and us in the business combination.For example,we could pursue atransaction in which we issue a substantial number of new shares in exchange forall of the outstanding capital stock,shares or other equity interests of a target.In this case,we would acquire a 100%controlling interest in the target

263、.However,as a result of the issuance of a substantial number of new shares,our shareholdersimmediately prior to our initial business combination could own less than amajority of our issued and outstanding shares subsequent to our initial businesscombination.If less than 100%of the equity interests o

264、r assets of a targetbusiness or businesses are owned or acquired by the post transaction company,theportion of such business or businesses that is owned or acquired is what will betaken into account for purposes of the 80%of net assets test described above.Ifthe business combination involves more th

265、an one target business,the 80%of netassets test will be based on the aggregate value of all of the target businesses.112025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm21/241Table o

266、f ContentsWe are not prohibited from pursuing an initial business combination with a companythat is affiliated with our sponsor,officers,directors or the non-managingsponsor investors,or any of their respective affiliates,completing the businesscombination through a joint venture or other form of sh

267、ared ownership with oursponsor,officers or directors,the non-managing sponsor investors,or any of theirrespective affiliates.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

268、)with our sponsor,officers ordirectors,we,or a committee of independent directors,will obtain an opinion froman independent investment banking firm or another independent entity that commonlyrenders valuation opinions,stating that the consideration to be paid by us in suchan initial business combina

269、tion is fair to our company from a financial point ofview.We are not required to obtain such an opinion in any other context.Members of our management team and our independent directors will directly orindirectly own founder shares and/or private placement units following thisoffering and,accordingl

270、y,may have a conflict of interest in determining whether aparticular target business is an appropriate business 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 anincenti

271、ve whereby our officers and directors could potentially make a substantialprofit even if we select an acquisition target that subsequently declines in valueand is unprofitable for public shareholders.If we are unable to complete ourinitial business combination and do not hold a shareholder vote to a

272、mend ouramended and restated memorandum and articles of association to extend the amount oftime we will have to consummate an initial business combination within 24monthsfrom the closing of this offering,or by such earlier liquidation date as our boardof directors may approve,the founder shares and

273、private placement units may expireworthless,except to the extent they receive liquidating distributions from assetsoutside the trust account,which could create an incentive for our sponsor,executive officers and directors to complete a transaction even if we select anacquisition target that subseque

274、ntly declines in value and is unprofitable forpublic shareholders.Further,each of our officers and directors may have aconflict of interest with respect to evaluating a particular business combinationif the retention or resignation of any such officers and directors was included bya target business

275、as a condition to any agreement with respect to our initialbusiness 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 direct

276、or 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 she

277、 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 law

278、:(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 or e

279、xpectancy 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 officer t

280、o any other entity.As a result,the fiduciaryduties or contractual obligations of our officers or directors could materiallyaffect our ability to complete our initial business combination.In addition,oursponsor and our officers and directors may sponsor or form other special purposeacquisition compan

281、ies similar to ours or may pursue other business or investmentventures during the period in which we are seeking an initial business combination.As a result,our sponsor,officers and directors could have conflicts of interestin determining whether to present business combination opportunities to us o

282、r toany other special purpose acquisition company with which they may become involved.Any such companies,businesses or investments may present additional conflicts ofinterest in pursuing an initial business combination target.Prior to the date of this prospectus,we will file a Registration Statement

283、 onForm8-A with the Securities and Exchange Commission(the“SEC”)to voluntarilyregister our securities under Section12 of the Securities ExchangeActof1934,as amended(the“ExchangeAct”).As a result,we will be subject to the rules andregulations promulgated under the ExchangeAct.We have no current inten

284、tion offiling a Form 15 to suspend our reporting or other obligations under theExchange Act prior or subsequent to the consummation of our initial businesscombination.122025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/205835

285、9/000121390025046176/ea0232145-08.htm22/241Table of ContentsPotential Additional FinancingsWe may need to obtain additional financing to complete our initial businesscombination,either because the transaction requires more cash than is availablefrom the proceeds held in our trust account or because

286、we become obligated toredeem a significant number of our public shares upon completion of the businesscombination,in which case we may issue additional securities or incur debt inconnection with such business combination.If we raise additional funds throughequity or convertible debt issuances,our pu

287、blic shareholders may suffersignificant dilution and these securities could have rights that rank senior to ourpublic shares.If we raise additional funds through the incurrence of indebtedness,such indebtedness would have rights that are senior to our equity securities andcould contain covenants tha

288、t restrict our operations.Further,as described above,due to the anti-dilution rights of our founder shares,our public shareholders mayincur material dilution.In addition,we intend to target businesses withenterprise values that are greater than we could acquire with the net proceeds ofthis offering

289、and the sale of the private placement units,and,as a result,if thecash portion of the purchase price exceeds the amount available from the trustaccount,net of amounts needed to satisfy any redemptions by public shareholders,we may be required to seek additional financing to complete such proposed in

290、itialbusiness combination.We may also obtain financing prior to the closing of ourinitial business combination to fund our working capital needs and transactioncosts in connection with our search for and completion of our initial businesscombination.There is no limitation on our ability to raise fun

291、ds through theissuance of equity or equity-linked securities or through loans,advances or otherindebtedness in connection with our initial business combination,includingpursuant to forward purchase agreements or backstop agreements we may enter intofollowing consummation of this offering.Subject to

292、compliance with applicablesecurities laws,we would only complete such financing simultaneously with thecompletion of our initial business combination.If we are unable to complete ourinitial business combination because we do not have sufficient funds available tous,we will be forced to liquidate the

293、 trust account.In addition,following ourinitial business combination,if cash on hand is insufficient,we may need toobtain additional financing in order to meet our obligations.Sponsor InformationOur sponsor is a Delaware limited liability company,which was recently formed toinvest in our company.Alt

294、hough our sponsor is permitted to undertake anyactivities permitted under the Delaware Limited Liability Company Act and otherapplicable law,our sponsors business is focused on investing in our company.Mr.Ranadiv,the Chairman of our board of directors and President,Mr.Patel,ourChief Executive Office

295、r and director,and Mr.Dong,our Chief Investment Officer,are the managing members of our sponsor and control the management of our sponsor,including the exercise of voting and investment discretion over the securities ofour company held by our sponsor,and each of Messrs.Ranadiv,Patel,Chan and Dongwil

296、l directly or indirectly own membership interests of our sponsor,which includesan indirect interest in 3,095,000,405,625,270,417 and 405,625 founder shares,respectively,and 90,000,3,750,2,500,and 3,750 private placement units,respectively,in each case,assuming no exercise of the underwriters overall

297、otmentoption.Other than such persons no other person will have a direct or indirectmaterial interest in our sponsor.Other than our management team,none of the othermembers of our sponsor(including the non-managing sponsor investors)willparticipate in the management of our company.Each such partys me

298、mbershipinterests in our sponsor tracks our underlying securities on a 1:1 basis.Subject to the non-managing sponsor investors purchasing,through the sponsor,theprivate placement units allocated to them simultaneously with the closing of thisoffering,the sponsor will issue membership interests at a

299、nominal purchase priceto the non-managing sponsor investors reflecting their interest in an aggregate of2,400,000 founder shares held by the sponsor.The non-managing sponsor investorswill have no right to control,vote or manage the sponsor.In addition,the non-managing sponsor investors will have no

300、right to vote the founder shares,privateplacement units or securities underlying the private placement units that they holdindirectly through their holdings of membership units of the sponsor.The non-managing sponsor investors membership interests in our sponsor track ourunderlying securities on a 1

301、:1 basis.132025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm23/241Table of ContentsThe following table sets forth the payments to be received by our sponsor and itsaffiliates from u

302、s prior to or in connection with the completion of our initialbusiness combination and the securities issued and to be issued by us to oursponsor or its affiliates:Entity/Individual Amount of Compensation to beReceivedor Securities Issued or to beIssued Consideration Paidor to be PaidCal Redwood Spo

303、nsorLLC 7,665,900 Class B OrdinaryShares(of which an aggregateof 90,000 Class B ordinaryshares will be transferred toour independent directors)(1)$25,000,which also covers anyadditional shares issued to thesponsor under anti-dilutionprovisions discussed below 400,000 Private PlacementUnits(2)$4,000,

304、000 Up to$2,500,000 in workingcapital loans,which loans maybe convertible into units at aprice of$10.00 per unit Working capital loans tofinance transaction costs inconnection with an initialbusiness combination Reimbursement for any out-of-pocket expenses related toidentifying,investigating andcomp

305、leting an initial businesscombination Services in connection withidentifying,investigating andcompleting an initial businesscombinationHolders of Class BOrdinary Shares Anti-dilution protection uponconversion into Class Aordinary shares at a greaterthan one-to-one ratio Issuance of the Class Aordina

306、ry shares issuable inconnection with the conversionof the founder shares on agreater than one-to-one basisupon conversionCal Redwood SponsorLLCVivek RanadivDaven PatelJames ChanRaymond DongEric C.W.DunnSanjay SubhedarLori Wright Consulting,success or finderfees in connection with theconsummation of

307、our initialbusiness combination Services in connection withidentifying,investigating andcompleting an initial businesscombinationCal Redwood SponsorLLCVivek RanadivDaven PatelJames ChanRaymond Dong Salary or fee in an amountthat constitutes a marketstandard for comparabletransactions in connectionwi

308、th our initial businesscombination Services in connection withidentifying,investigating andcompleting an initial businesscombination_(1)Of the ClassB Ordinary Shares,the non-managing sponsor investors will own,indirectlythrough the purchase of non-managing membership interests of the sponsor,an aggr

309、egate of2,400,000 Class B Ordinary Shares held by the sponsor,which were purchased forapproximately$0.003 per share.In addition,our officers will receive an indirect interestin an aggregate of 4,266,667 founder shares through membership interests in our sponsor,assuming no exercise of the underwrite

310、rs overallotment option.The non-managing sponsorinvestors will have no right to vote the ClassB Ordinary Shares that they hold indirectlythrough their ClassA membership interests in the sponsor.(2)Our officers will receive an indirect interest in an aggregate of 100,000 private placementunits throug

311、h membership interests in our sponsor,assuming no exercise of theunderwriters overallotment option.The non-managing sponsor investors have expressed aninterest to purchase,indirectly through the purchase of non-managing membership interests,an aggregate of 300,000 of the private placement units($3,0

312、00,000 in the aggregate)at aprice of$10.00 per unit(whether or not the over-allotment option is exercised in full)ina private placement that will close simultaneously with the closing of this offering.Thenon-managing sponsor investors will have no right to vote the private placement units orsecuriti

313、es underlying the private placement units that they hold indirectly through theirClassB membership interests in the sponsor.142025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm24/241

314、Table of ContentsBecause our sponsor acquired the founder shares at a nominal price,our publicshareholders will incur immediate and substantial dilution upon the closing of thisoffering.Further,the Class A ordinary shares issuable in connection with theconversion of the founder shares may result in

315、material dilution to our publicshareholders due to the anti-dilution rights of our founder shares that may resultin an issuance of ClassA ordinary shares on a greater than one-to-one basis uponconversion.See the sections titled“Risk Factors Risks Relating to ourSecurities The nominal purchase price

316、paid by our sponsor for the foundershares may result in significant dilution to the implied value of your publicshares upon the consummation of our initial business combination,and our sponsoris likely to make a substantial profit on its investment in us in the event weconsummate an initial business

317、 combination,even if the business combination causesthe trading price of our ordinary shares to materially decline.”and“Dilution.”The founder shares will automatically convert into Class A ordinary sharesconcurrently with or immediately following the consummation of our initial businesscombination o

318、r earlier at the option of the holder on a one-for-one basis,subjectto adjustment for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like,and subject to further adjustment as providedherein.In the case that additional ClassA ordinary shares,or any other equity-li

319、nked securities,are issued or deemed issued in excess of the amounts sold inthis 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 will be adjusted(unless the holders of a majorit

320、y 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,approximately 25%of the sum of(i)the total numb

321、er of all ClassAordinary shares outstanding upon the completion of this offering(excluding theClassA ordinary shares underlying the private placement units),plus(ii)allClassA ordinary shares and equity-linked securities issued or deemed issued,inconnection with the closing of the initial business co

322、mbination(excluding anyshares or equity-linked securities issued,or to be issued,to any seller in theinitial business combination and any private placement-equivalent units issued toour sponsor or any of its affiliates or to our officers or directors uponconversion of working capital loans)minus(iii

323、)any redemptions of Class Aordinary shares by public shareholders in connection with charter amendments priorto an initial business combination or an initial business combination;providedthat such conversion of founder shares will never occur on a less than one-for-onebasis.In addition,conversion of

324、 up to$2,500,000 in working capital loans made tofinance transaction costs in connection with an initial business combination)intounits of the post-business combination entity at a price of$10.00 per unit,mayresult in material dilution to our public shareholders.If we increase or decrease the size o

325、f the offering pursuant to Rule 462(b)underthe Securities Act,we will effect a share capitalization or a share repurchase orredemption or other appropriate mechanism,as applicable,with respect to our ClassB ordinary shares immediately prior to the consummation of the offering in suchamount as to mai

326、ntain the ownership of founder shares by our initial shareholders,on an as-converted basis,at 25%of our issued and outstanding ordinary shares uponthe consummation of this offering(excluding the private placement shares).Anyconversion of Class B ordinary shares described herein will take effect as a

327、compulsory redemption of Class B ordinary shares and an issuance of Class Aordinary shares as a matter of Cayman Islands law.Pursuant 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 founde

328、r shares and private placement units,as summarized inthe table below.In addition to the restrictions set forth below,up to 999,900founder shares are subject to forfeiture to the extent the over-allotment option isnot exercised;further,in the event of a transfer of sponsor membership interestsby memb

329、ers of our sponsor or their affiliates,there will be an indirect transferof the founder shares and private placement units held by our sponsor.While thereare currently no circumstances or arrangements contemplated under which oursponsor,its members or affiliates,or our directors or officers could in

330、directlytransfer ownership of152025/5/22 10:19sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htmhttps:/www.sec.gov/Archives/edgar/data/2058359/000121390025046176/ea0232145-08.htm25/241Table of Contentssecurities owned by our sponsor through transfers of sponsor membership intere

331、sts,such transfers are not prohibited.“See Risk Factors The ownershipinterest of our sponsor may change,and our sponsor may divest its ownershipinterest in us before identifying a business combination,which could deprive us ofkey personnel and advisors.”SubjectSecurities Expiration Date Natural Pers

332、onsandEntitiesSubject toRestrictions Exceptions to TransferRestrictionsFounder Shares The earlier of(i)oneyear after the completionof our initial businesscombination or(ii)thedate following thecompletion of our initialbusiness combination onwhich we complete aliquidation,merger,share exchange or oth

333、ersimilar transaction thatresults in all of ourshareholders having theright to exchange theirordinary shares for cash,securities or otherproperty.Notwithstandingthe foregoing,if theclosing price of ourClass A ordinary sharesequals or exceeds$12.00per share(as adjustedfor share sub-divisions,share capitalizations,reorganizations,recapitalizations and thelike)for any 20tradingdays within any 30-trad