1、2025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm1/226S-1/A 1 ea0234893-04.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on May 16,2025.Registration

2、 No.333-286875UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.1TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_MSM Frontier Capital Acquisition Corp.(Exact name of registrant as specified in its charter)_Cayman Islands 6770 N/A(Stateorotherjurisdictio

3、nofincorporationororganization)(PrimaryStandardIndustrialClassificationCodeNumber)(IRSEmployerIdentificationNumber)445 Park Avenue,9th FloorNew York,New York,10022(212)307-3193(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Babatope Ade

4、daraChief Executive Officer445 Park Avenue,9th FloorNew York,New York,10022(212)307-3193_(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,LLP1750TysonsBoulevard,Suite1000McLean,

5、Virginia 22102Tel:(703)749-1300 Hayden IsbisterMourant Ozannes(Cayman)LLPMourant Ozannes94 SolarisAvenue,CamanaBayGrand Cayman KY1-1108Cayman IslandsTel:(345)814-9125 Mitchell Nussbaum,Esq.Andrei Sirabionian,Esq.Loeb&Loeb,LLP345 Park AvenueNew York,New York10154Tel:(212)407-4000_Approximate date of

6、commencement of proposed sale to the public:As soon as practicable after the effectivedate of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933 check the following bo

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

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

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

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

11、ompany If an emerging growth company,indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Regist

12、ration Statement on such date or dates as may be necessary to delayits effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become effective in accordance with Section 8(a)of the SecuritiesAct of 1933,as amended

13、,or until the Registration Statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/00

14、0121390025045019/ea0234893-04.htm2/226Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these sec

15、urities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED MAY 16,2025$225,000,000MSM Frontier Capital Acquisition Corp.22,500,000UnitsMSM Frontier Capital Acquisition Corp.is a blank

16、 check company incorporated as aCayman Islands exempted company and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilar business combination with one or more businesses,which we refer tothroughout this prospectus as our i

17、nitial business combination.We have not selectedany business combination target and we have not,nor has anyone on our behalf,initiated any substantive discussions,directly or indirectly,with any businesscombination target.We may pursue an initial business combination in any business orindustry.This

18、is an initial public offering of our securities.Each unit has an offering priceof$10.00 and consists of one ClassA ordinary share and one right to receive oneeighth(1/8)of a Class A ordinary share upon the consummation of an initialbusiness combination,as described in more detail in this prospectus.

19、We refer to therights included in the units as Share Rights.The underwriters have a 45-day optionfrom the date of this prospectus to purchase up to an additional 3,375,000units tocover over-allotments,if any.We will provide our public shareholders with the opportunity to redeem,regardless ofwhether

20、they abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that are sold 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,p

21、ayable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation 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

22、number of then issued and outstanding publicshares,subject to the limitations and on the conditions described herein.See“Summary The Offering Redemption rights for public shareholdersupon completion of our initial business combination”and“SummaryTheOfferingRedemption of public shares and distributio

23、n and liquidationif no initial business combination”for more information.Notwithstanding the foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withour initial business combination pursuant to the tender offe

24、r rules,our amended andrestated memorandum and articles of association provide that a public shareholder,together with any affiliate of such shareholder or any other person with whom suchshareholder is acting in concert or as a“group”(as defined under Section13 ofthe Securities ExchangeActof1934,as

25、amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 20%ofthe shares sold in this offering without our prior consent.However,we would not berestricting our shareholders ability to vote all of their shares(including allshares held by those sh

26、areholders that hold more than 20%of the shares sold in thisoffering)for or against our initial business combination.See“SummaryTheOffering Limitation 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 cer

27、tain limitations on redemption rights.Our sponsor,Quadriga Industries LLC,has committed to purchase an aggregate of775,000 private placement units(or 851,250 private placement units if theunderwriters over-allotment option is exercised in full),each private placementunit consisting of one ClassA ord

28、inary share and one Share Right,at a price of$10.00 per unit,or$7,750,000 in the aggregate(or$8,512,500 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 throughoutthis prospec

29、tus as the private placement units.The underwriters have committed touse a portion of their underwriting discount and commission to purchase an aggregateof 225,000 private placement units(or 258,750 private placement units if theunderwriters over-allotment option is exercised in full)at a price of$1

30、0.00 perunit,or$2,250,000 in the aggregate(or$2,587,500 if the underwriters over-allotment option is exercised in full),in a private placement that will closesimultaneously with the closing of this offering.Our sponsor purchased an aggregate of 8,625,000 ClassB ordinary shares,which werefer to as fo

31、under shares throughout this prospectus,for an aggregate of$25,000,up to 1,125,000 of which will be surrendered to us for no consideration after theclosing of this offering depending on the extent to which the underwriters over-allotment option 2025/5/20 10:46sec.gov/Archives/edgar/data/2061918/0001

32、21390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm3/226Table of Contentsis exercised,which will automatically convert into Class A ordinary sharesconcurrently with or immediately following the consummation of our initial businesscombinat

33、ion,or earlier at the option of the holders thereof on a one-for-one basis,subject to adjustment for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like.If additional Class A ordinaryshares,or other equity-linked securities,are issued or deemed issued in excess o

34、fthe amounts sold in this offering in connection with the closing of the initialbusiness combination,the ratio at which Class B ordinary shares convert intoClass A ordinary shares will be adjusted(unless waived)so that the number ofClassA ordinary shares so issuable will equal,in the aggregate,25%of

35、 the sum of(i)the total number of all ClassA ordinary shares outstanding upon the completionof this offering(including any Class A ordinary shares issued pursuant to theunderwriters over-allotment option and excluding the Class A ordinary sharesunderlying the private placement units issued to the sp

36、onsor),plus(ii)all ClassAordinary shares and equity-linked securities issued or deemed issued,in connectionwith the closing of the initial business combination(subject to certain exclusionsdescribed herein)minus(iii)any redemptions of ClassA ordinary shares by publicshareholders in connection with c

37、harter amendments prior to an initial businesscombination or an initial business combination;provided that the conversion offounder shares will never occur on a less than one-for-one basis.If we increase ordecrease the size of the offering pursuant to Rule 462(b)under the Securities Act,we will effe

38、ct a share capitalization or a share repurchase or redemption or otherappropriate mechanism,as applicable,with respect to our Class B ordinary sharesimmediately prior to the consummation of the offering in such amount as to maintainthe ownership of founder shares by our initial shareholders,on an as

39、-convertedbasis,at 25%of our issued and outstanding ordinary shares upon the consummation ofthis offering(excluding the private placement shares).Any conversion of Class Bordinary shares described herein will take effect as a compulsory redemption of ClassB ordinary shares and an issuance of Class A

40、 ordinary shares as a matter of CaymanIslands law.Prior to the closing of our initial business combination,only holdersof our ClassB ordinary shares(i)will have the right to vote to appoint and removedirectors prior to or in connection with the completion of our initial businesscombination and(ii)wi

41、ll be entitled to vote on continuing our company in ajurisdiction outside the Cayman Islands(including any special resolution required toamend our constitutional documents or to adopt new constitutional documents,in eachcase,as a result of our approving a transfer by way of continuation in ajurisdic

42、tion outside the Cayman Islands).On any other matters submitted to a vote ofour shareholders prior to or in connection with the completion of our initialbusiness combination,holders of the Class B ordinary shares and holders of theClassA ordinary shares will vote together as a single class,except as

43、 required bylaw.See“SummaryThe OfferingSponsor Information”,“Summary The Offering Founder Shares”,“Summary TheOfferingTransfer Restrictions on Founder Shares”,“SummaryTheOffering Founder Shares Conversion and Anti-Dilution Rights”and“Summary The Offering Appointment and Removal of Directors andConti

44、nuing the Company Outside of the Cayman Islands;Voting Rights”forfurther discussion on our sponsors and our affiliates securities and compensation.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

45、 one or moreother entities pursuant to which such officer or director is or will be required topresent a business combination opportunity to such entities.The low price that oursponsor,officers and directors(directly or indirectly)paid for the founder sharescreates an incentive whereby our officers

46、and directors could potentially make asubstantial profit even if we select an acquisition target that subsequently declinesin 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 rest

47、ated 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 private placement units

48、may expireworthless,except to the extent they receive liquidating distributions 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 an

49、d is unprofitable for publicshareholders.Further,each of our officers 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 agr

50、eement with respect to our initial businesscombination.Upon consummation of this offering or thereafter,we will repay up to$750,000 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 ou

51、r sponsor to finance transaction costs related to our initialbusiness combination,up to$2,500,000 of such loans may be convertible into units ofthe post-business combination entity at a price of$10.00 per unit at the option ofthe lender,which conversion may result in material dilution to our publics

52、hareholders.We may also pay consulting,success or finder fees to our sponsor or amember of our management team,or their respective affiliates in connection with theconsummation of our initial business combination,and we may engage our sponsor or anaffiliate of our sponsor as an advisor or otherwise

53、in connection with our initialbusiness combination and certain other transactions and pay such person or entity asalary or fee in an amount that constitutes a market standard for comparabletransactions.Our independent directors will also receive an aggregate of 450,000founder shares for their servic

54、es as directors.2025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm4/226Table of ContentsAs a result,there may be actual or potential material conflicts of interest betweenour sponsor

55、 and its affiliates on one hand,and purchasers in this offering on theother.See the sections titled“Summary Sponsor 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

56、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 may seekshareholder approval to amend our amended and restated memorandum and articles ofassociation to

57、 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,payable in cash,equal to the aggregate amount t

58、hen ondeposit in the trust account,including interest earned thereon(net of taxespayable),divided by the number of then issued and outstanding public shares,subjectto applicable law.If we are unable to complete our initial business combination anddo not hold a shareholder vote to amend our amended a

59、nd restated memorandum andarticles of association to extend the amount of time we will have to consummate aninitial business combination within 24months from the closing of this offering,orby such earlier liquidation date as our board of directors may approve,we willredeem 100%of the public shares a

60、t a per share price,payable in cash,equal to theaggregate amount then on deposit in the trust account,including interest earnedthereon(net of taxes payable and up to$100,000 of interest income to paydissolution expenses),divided by the number of then issued and outstanding publicshares,subject to ap

61、plicable law and certain conditions as further described herein.Currently,there is no public market for our units,ClassA ordinary shares or ShareRights.We intend to apply to have our units listed on the Nasdaq Global Market tierof The Nasdaq Stock Market LLC(“Nasdaq”),under the symbol“MSMUU,”on orpr

62、omptly after the date of this prospectus.We cannot guarantee that our securitieswill be approved for listing on Nasdaq.We expect the ClassA ordinary shares andShare Rights comprising the units to begin separate trading on the 52ndday followingthe date of this prospectus unless Cohen&Company Capital

63、Markets,a division ofJ.V.B.Financial Group,LLC(“CCM”),the representative of the underwriters,informs us of its decision to allow earlier separate trading,subject to oursatisfaction of certain conditions as described further herein.Once the securitiescomprising the units begin separate trading,we exp

64、ect that the ClassA ordinaryshares and Share Rights will be listed on Nasdaq under the symbols MSMU and“MSMUR”,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.I

65、nvesting in our securities involvesa high degree of risk.See“Risk Factors”beginning on page 47 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

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

67、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$225,000,000Underwriting discounts and commissions$0.60$13,500,000Proceeds,before expenses,to us$9.40$211,500,000_(1)Includes(a)$0.20 per unit,or$4

68、,500,000 in the aggregate(or$5,175,000 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 underwriters in cash and(ii)$0.10 per unit will be used by the underwriters to purchase private placement

69、 units;and(b)up to$0.40 per unit,or up to$9,000,000 in the aggregate(or up to$10,350,000 if theoverallotment option is exercised in full)payable to the underwriters in this offering,fordeferred underwriting commissions,to be placed in a trust account located in theUnited States and released to the u

70、nderwriters only upon the completion of an initialbusiness combination,but such$0.40 per unit shall be due solely on amounts remaining in thetrust account following all properly submitted shareholder redemptions in connection with theconsummation of our initial business combination.Does not include

71、certain fees and expensespayable to the underwriters in connection with this offering.See also“Underwriting”foradditional information regarding underwriting compensation.2025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/20619

72、18/000121390025045019/ea0234893-04.htm5/226Table of ContentsOf the proceeds we receive from this offering and the sale of the private placementunits described in this prospectus,$225,000,000,or$258,750,000 if theunderwriters overallotment option is exercised in full($10.00 per unit in eithercase),wi

73、ll be placed into a U.S.-based trust account with Lucky Lucko,Inc.d/b/aEfficiency(“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 Cla

74、ssA ordinary shares issuable in connection with theconversion of the founder shares 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 uponconversi

75、on.See the sections titled“Risk Factors Risks Relating to ourSecurities The nominal 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

76、 to make a substantial profit on itsinvestment in us in the event we consummate an initial 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 offeri

77、ng price perunit and our net tangible book value per share(“NTBV”),as adjusted to give 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

78、 of February14,2025OfferingPrice of$10.00perUnit 25%of MaximumRedemption 50%of MaximumRedemption 75%of MaximumRedemption MaximumRedemptionNTBV NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTB

79、V andOfferingPriceAssuming Full Exercise of Over-Allotment Option$7.01$6.43$3.57$5.53$4.47$3.90$6.10$0.11$9.89 Assuming No Exercise of Over-Allotment Option$6.99$6.41$3.59$5.51$4.49$3.88$6.12$0.09$9.91Our sponsor and members of our management team will directly or indirectly own oursecurities follow

80、ing 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 combination.Additionally,each of our officers and directors presently has,and any of them in the future ma

81、yhave 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 combination opportunity to such entities.As a result,there maybe actual or potential material conflicts of interes

82、t between our sponsor and itsaffiliates on one hand,and purchasers in this offering on the other.See thesections titled“Proposed Business Sourcing of Potential BusinessCombination Targets”and“Management Conflicts of Interest”for moreinformation.The underwriters are offering the units for sale on a f

83、irm commitment basis.Theunderwriters expect to deliver the units to the purchasers on or about,2025.Lead Book-Running ManagerCohen&Company Capital Markets 2025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025

84、045019/ea0234893-04.htm6/226Table of ContentsTABLE OF CONTENTS PageSummary 1The Offering 20Risks 44Risk Factors 47Cautionary NoteRegarding Forward-Looking Statements 90Use of Proceeds 91Dividend Policy 94Dilution 95Capitalization 98Managements Discussion and Analysis of Financial Condition and Resul

85、ts ofOperations 99Proposed Business 106Effecting Our Initial Business Combination 122Management 141Principal Shareholders 152Certain Relationships and Related Party Transactions 155Description of Securities 158Taxation 177Underwriting 187Legal Matters 195Experts 195Where You Can Find Additional Info

86、rmation 195Index to Financial Statements F-1We are responsible for the information contained in this prospectus.Wehave not,and the underwriters have not,authorized anyone to provide youwith information that is different from or inconsistent with that containedin this prospectus.We are not,and the un

87、derwriters are not,making anoffer to sell securities in any jurisdiction where the offer or sale is notpermitted.You should not assume that the information contained in thisprospectus is accurate as of any date other than the date on the front ofthis prospectus.TrademarksThis prospectus contains ref

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

89、xtent 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 service marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.i2025/5/20 10:46sec.gov/Archives/edgar/data/2

90、061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm7/226Table of ContentsSUMMARYThis summary only highlights the more detailed information appearing elsewhere inthis prospectus.As this is a summary,it does not contain all of th

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

92、prospectus or the context otherwise requires,references to:“CCM”are to Cohen&Company Capital Markets,a division ofJ.V.B.Financial Group,LLC,representative of the underwriters in thisoffering;“we,”“us,”“company”or“our company”are to MSM Frontier CapitalAcquisition Corp.,a Cayman Islands exempted comp

93、any;“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 ending on the date that is24months from the closing of this offering,or such earlier liquidationdate as our board of directors may approve,i

94、n which we must complete aninitial business combination or(ii)such other time period in which wemust complete an initial business combination pursuant to an amendment toour amended and restated memorandum and articles of association;ourshareholders can also vote at any time to amend our amended and

95、restatedmemorandum and articles of association to modify the amount of time wewill have to complete an initial business combination,in which case ourpublic shareholders will be offered an opportunity to redeem their publicshares;“founder shares”are to ClassB ordinary shares initially purchased byour

96、 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 at the time of our initial business combinationor earlier at the option of the holders thereof as described herein(forthe avoidance of d

97、oubt,such ClassA ordinary shares will not be“publicshares”);“initial shareholders”are to our sponsor and any other holders of ourfounder shares immediately prior to this offering;“Investment Company Act”are to the Investment Company Actof1940,asamended;“management”or our“management team”are to our o

98、fficers anddirectors;“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 writing by allo

99、f 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);“ordinary shares”are to our ClassA ordinary shares and our ClassBordinary shares;“public shares”are to the ClassA ordinary shares sold as part of theu

100、nits 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 management team and/or ad

101、visorspurchase 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;“private placement rights”are to the Share Rights included in theprivate placement units;“private placement

102、 shares”are to the ClassA ordinary shares includedin the private placement units;12025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm8/226Table of Contents“private placement units”are

103、 to the units,each unit consisting of oneClassA ordinary share and one Share Right,issued to our sponsor at aprice of$10.00 per unit in a private placement simultaneously with theclosing of this offering;“Share Rights”are to the rights to receive one eighth(1/8)of aClass A ordinary share upon the co

104、nsummation 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 passed by atleast a two-thirds(2/3)majority(or such higher approval threshold asspecified in the companys amended an

105、d 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 of the company of which notice specifying the intention topropose the resolution as a special resolution has been

106、 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 from time to time);and“sponsor”are to Quadriga Industries LLC,a Cayman Islands limitedliability company which was

107、recently formed to invest in our company,asfurther discussed under“Sponsor Information”,below.Any conversion of the ClassB ordinary shares described in this prospectus willtake effect as a compulsory redemption of ClassB ordinary shares and an issuanceof ClassA ordinary shares as a matter of Cayman

108、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 Islands law.Any share dividend described in this prospectuswill take effect as a share capitalization as a

109、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 over-allotment option.GeneralWe are a newly organized blank check company incorporated as a Cayman Island

110、sexempted company on January28,2025 for the purpose of effecting a merger,shareexchange,asset acquisition,share purchase,reorganization or similar businesscombination with one or more businesses,which we refer to throughout thisprospectus as our initial business combination.We have not identified an

111、y specificbusiness combination,nor has anyone on our behalf initiated or engaged in anysubstantive discussions,formal or otherwise,related to such a transaction.However,our management team engaged in discussions with potential businesscombination partners in their capacity as officers of Quadriga In

112、dustries LLC,andwe may pursue potential business combination partners that had previously been indiscussions with Quadriga Industries LLC management team.While we may pursue an initial business combination target in any business,industry,or geographic location,we intend to search globally,with a foc

113、us onAfrica,for target companies within the infrastructure sector.While our efforts toidentify a target will not be limited to any particular infrastructure segment orgeography,we intend to focus our search on power,oil and gas,and cement.Weintend to focus on businesses where we believe our manageme

114、nts background andexperience operating businesses can assist in executing an accelerated plan tocreate value for our shareholders in the public markets.We will seek to acquireone or more businesses with an expected aggregate enterprise value of$500millionor greater.According to the UN,Africa current

115、ly ranks as the second most populous continentin the world with nearly 1.5billion people as of 2023 and is expected to continueto grow to nearly 2.5billion people by 2050.With a strong labor force at a medianage of approximately 19years and burgeoning consumer demand,Africas economicgrowth is expect

116、ed to reach 4.1%in 2025,according to data from the AfricanDevelopment Bank Group.The regions rapidly expanding economy and growingpopulation present a compelling landscape for growth and investment.As the region has gained economic momentum,McKinsey reports that Africa hasemerged as the worlds faste

117、st-urbanizing region with 45%of the regionspopulation(nearly 700million people)expected to live in cities by 2025.As aresult,there has been a significant push for increased investment ininfrastructure.According to the International Energy Agency(IEA),in order tosupport this rapid urbanization,the co

118、ntinent will need to spend over$190billionannually on infrastructure development.22025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm9/226Table of ContentsIn recentyears,Africas infra

119、structure has seen significant developments acrossthree key sectors:Power,Oil and Gas,and Cement.In the power sector,electricityis becoming the backbone of Africas new energy systems,with renewables playing anincreasingly important role.With 600million people lacking access to electricityand growing

120、 demand from industries such as agriculture and freight,the IEA expectselectricity needs to grow 40%by 2030.McKinsey expects that Africas energy needscould double by 2050 as its population increases over the next three decades.Thesame report indicates that the additions to solar and wind generation

121、capacitieshave been minimal from 2021 to 2022 with only 4 GW of capacity added for eachgeneration type,but both are projected to grow significantly by 2050 with solarpower capacity increasing by 40 GW and wind power capacity up by 36 GW.Accordingto the IEA,Africa is home to 60%of the best solar reso

122、urces globally,yet ithouses only 1%of the installed solar PV capacity.The IEA further expects that theimplementation of Africas current climate pledges will lead to renewables,including solar,wind,hydropower,and geothermal accounting for over 80%of newpower generation capacity up to 2030 on the cont

123、inent,and capacity is set to growmore than three times by 2035.As a result,the average annual energy investment isprojected to increase to$192billion from 2026 to 2030,up significantly from the$99billion in average annual investment made from 2016 to 2020.Despite the global shift toward clean energy

124、,the oil and gas sector remainscrucial for Africas development.North and West Africas oil and gas sectorcontributed nearly 8%of the worlds global oil exports in 2023,with Nigeria asthe leading oil producer in Africa at roughly 74million metric tons produced,according to data from Statista.The Africa

125、n Exponent reports that the region isrichly endowed with both onshore and offshore reserves,totaling over 125billionbarrels of proven oil reserves while annual natural gas capacity is expected togrow to approximately 275billion cubic meters by 2037,according to the AfricanEnergy Chamber,promising su

126、bstantial growth opportunities.The African EnergyChamber also expects that Africas oil and gas sector is set for significantexpansion,with LNG export capacity set to increase from levels below 100millionmetric tons per year in 2023 to nearly 150million metric tons per year in 2035,fueled by governme

127、nt support and investment in new projects to increase capacity.In the cement sector,significant growth and consolidation are evident.DangoteCement has emerged as a dominant player,with the companys website stating,“Dangote Cement Plc is Sub-Saharan Africas leading cement company,with aproduction cap

128、acity of 52.0million tonnes per year across ten countries.”Thisgrowth is further corroborated by a report from Afripoli that illustrates thecompanys operational scale,and indicates that as of 2022,Dangote Cement isAfricas leading cement producer,with operations in ten countries across thecontinent a

129、nd revenues in excess of$3.5billion.The cement industrys growth hasbeen driven by a trend of increasing infrastructure development across thecontinent by firms such as Dangote Cement,with the companys expansion strategydemonstrating the benefits to leveraging the global value chain.Within Africa,we

130、believe the Nigerian infrastructure sector offers an attractiveopportunity to unlock value within our target industries.Oil and GasAfricas oil and gas sector,particularly in Nigeria where the sector is acornerstone of its economy,is richly endowed with both onshore and offshorereserves that we belie

131、ve promise substantial growth opportunities.A 2020publication by researchers from Nigeria Maritime University highlights the breadthof the reserves in the Niger Delta,with over 37.4billion barrels of proven oilreserves,an estimated 202trillion cubic feet of natural gas,606 oil fields andover 900 act

132、ive oil wells.We believe these fields present a latent opportunity forinvestment and development into Nigerias future national energy production.The refining sector in Nigeria contrasts sharply between the capacities of modularand major refineries,illustrating the countrys diverse approach to meetin

133、g bothlocal and regional energy demands.While large-scale operations like the DangoteRefinery,reported by the Financial Post to have a capacity of 650,000 barrelsperday,cater to broad market needs and offer economies of scale,smaller-scalemodular refineries instead focus on fulfilling local demand w

134、ith essential productslike LPG and diesel.We believe these modular refineries are crucial for addressinglocal fuel shortages and represent a strategic pivot towards self-sufficiency,reducing reliance on imported fuels.We believe Nigerias oil and gas sector is set for significant expansion,particular

135、ly in natural gas production,which we are closely observing as a corefocus area for the nations energy strategy.This focus aligns with global trendsfavoring cleaner energy sources,potentially positioning Nigeria to capitalize onsubstantial investments in gas-to-power projects and LPG distribution ne

136、tworks.These initiatives are designed to enhance energy accessibility across the nationand meet growing domestic and international demand.According to a 2024 articlefrom the African Business magazine,32025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.se

137、c.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm10/226Table of Contentsmajor industry players like Shell,ExxonMobil,Chevron,and TotalEnergies,who havehistorically been at the forefront of developing these resources,now work intandem with local operators in the country to provide

138、 investment and spurtechnological advancement in the sector.With the potential to substantiallyincrease both oil and natural gas outputs,we believe Nigeria stands on the brinkof transforming its energy landscape,offering vast opportunities for economicgrowth and energy security.PowerWe believe that

139、for Africa,and particularly in Nigeria,the power sector presentsa compelling landscape for growth and investment,driven by an expanding economyand a rapidly growing population,that is projected by the UN to exceed 400millionby 2050.Despite the current per capita electricity consumption being signifi

140、cantlylower than the global average 138 kWh compared to over 3,000 kWh as recorded bythe IEA in 2022 there is a strong demand for increased power supply.This demandhighlights a substantial opportunity for market expansion and improved efficiencywithin the sector.The governments strategic focus on in

141、creasing renewable energyoutput to 30%by 2030 according to the plan outlined by the National RenewableEnergy and Efficiency Policy(NREEEP)further enhances the sectors appeal,aligning with global trends towards sustainable energy solutions.The Nigerian electricity market,which was valued at approxima

142、tely$11.5billion in2023 according to Verified Market Research,is projected to reach$22.8billion by2031 with an expected compound annual growth rate(CAGR)of approximately 8.9%from2024 to 2031.This growth is supported by a supportive regulatory environmentthrough the Nigerian Electricity Regulatory Co

143、mmission(NERC)that has encouragedinvestment through incentives such as tax holidays and import duty exemptions,particularly for renewable energy projects.Moreover,ongoing privatization effortsand recent regulatory enhancements outlined by the NERC are set to foster a morecompetitive market that is w

144、ell-positioned to attract both domestic andinternational investors.The Nigerian power sector stands at a pivotal point,with the potential tosignificantly enhance the countrys energy production capabilities and economicstability.The focus on expanding the energy mix to include more renewable sourceso

145、ffers investors a chance to contribute to a sustainable energy future for Nigeria.We believe the strategic push towards renewables,combined with favorablegovernment policies and the sectors large-scale potential,positions the Nigerianpower market as a promising avenue for long-term investments.As Ni

146、geria continuesto enhance its power infrastructure and regulatory frameworks,we believe thesector is poised to attract substantial capital inflows,driving further growth andstability in the regions energy landscape.CementWe believe that Africas cement sector and Nigerias cement industry specifically

147、,showcases a dynamic growth opportunity driven by significant urbanization andinfrastructure development.According to AsokoInsight,cement production isexpected to reach 244million metric tons by the end of 2025,with demand exceedingthe industrys established production capacity.The historical growth

148、in cementconsumption,which has grown approximately 8%annually from 2018 to 2023 accordingto Arm Securities Research,reflects the broader economic and structuraladvancements across Nigeria.This growth trajectory is closely linked to theescalating demands for housing and infrastructure,underscored by

149、ongoing urbanexpansion and the nations substantial population increase.The transformation of Nigerias cement industry has been significantly influencedby the privatization of several major state-owned cement companies,which hascatalyzed increased efficiency,investment,and capacity expansion across t

150、hesector.Notable privatizations include the Nigerian Cement Company(NIGERCEM)andBenue Cement Company(BCC),also acquired by Dangote Cement.The privatizationefforts have not only strengthened production capacities but also enhanced qualityand operational efficiencies,setting a precedent for potential

151、market entrants.Additionally,the development of massive projects like the Obajana Cement Plant byDangote Cement underscores the scale of investment and development potential withinthe Nigerian cement sector.We believe Nigerias cement industry is set on a path of significant expansion,offering lucrat

152、ive prospects for both existing players and new entrants.Withrobust growth in urbanization and infrastructure,aligned with strategicprivatizations,the industry is well-positioned to support the countrys broadereconomic objectives while promising substantial returns for investors.42025/5/20 10:46sec.

153、gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm11/226Table of ContentsOur Management TeamOur management team consists of the following persons:Mr.Muazzam Mairawaniis our Chairman.Mr.Mairawani founde

154、dMSMOil&Gas Nigeria Limited in 2018 and serves as its Chairman.As a dynamicindustrialist and entrepreneur,Mr.Mairawani has extensive experience spanningvarious sectors,including oil and gas,fertilizers,shipping,logistics,andagriculture.He is the founder and Chairman of MSM Group,a diverse businessco

155、nglomerate in Nigeria,Kenya,Spain,and Hong Kong.Under Mr.Mairawanisleadership,MSM Global Investment,for which he has served as founder and directorsince 2011,has transformed into a prominent player in the African businesslandscape,creating numerous job opportunities across the continent.Hisentrepren

156、eurial journey is marked by his role in establishing MSM Farms&Fertilizer Limited in 2018,where he secured strategic partnerships to create threefertilizer blending plants in collaboration with OCP Africa,producing 600,000metric tons annually.Mr.Mairawani is also Chairman of MSM Shipping&Logisticssi

157、nce 2018,where he provides strategic direction and oversees operations aimed atsustainable development in the logistics and maritime sectors.He is deeplyinvolved in the upstream and downstream oil and gas sector,where MSM Oil&GasNigeria Limited partners with key stakeholders to ensure the supply of

158、sustainableenergy solutions across Africa.Since 2018,Mr.Mairawani has served as a directorof MSM Printing Press Limited and since 2019,as a director of Secret TrustIntegrated Services Limited.Since 2024,Mr.Mairawani has also served as adirector of MSM Power Limited and of MSM Cement Limited.In addit

159、ion to hisbusiness ventures,Mr.Mairawani holds a leadership position at Vekayam EnergyLimited,advising on governmental affairs and strategic direction.He holds a BScin Business Information Systems from the University of Middlesex,London,and hasreceived multiple diplomas in computing from Informatics

160、 Academy,Singapore.Mr.Babatope Adedara is our Chief Executive Officer andDirector.Mr.Adedara is a seasoned executive with expertise in businessand financial advisory,governance,risk management,and infrastructuredevelopment.Over his career,spanning five continents and more than 30 countries,he has wo

161、rked with leading institutions such as PNC Financial Services Group,Fannie Mae,HSBC,and Chevron.Since 2018,Mr.Adedara has served as Senior VicePresident,Internal Audit Director at PNC Financial Services Group.He overseesrisk management activities for assets,liabilities,capital markets,and liquidity,

162、managing a team of over 30 professionals.From 2016 to 2018,he consulted for majorfinancial institutions and real estate investment trusts at Robert Half Inc.andMitchel Titus LLP.Key achievements include leading model risk governance reviewsand Sarbanes-Oxley compliance projects.Previously,from 2011

163、to 2016,Mr.Adedarawas Chief Audit Executive and Technical Advisor to the President of DangoteIndustries Limited,Africas largest indigenously owned conglomerate.Heimplemented corporate governance structures,led SAP implementation across 17countries,and advanced efforts to list the company on the Nige

164、rian and LondonStock Exchanges.Mr.Adedara holds a B.Sc in Engineering(First ClassHonors)fromObafemi Awolowo University and an MBA in Finance(with Distinction)from theUniversity of Lagos.He is also a Certified Internal Auditor(CIA),Fellow of theInstitute of Chartered Accountants of Nigeria,and Certif

165、ied Fraud Examiner(CFE).He also has an Executive Certification in Global Strategic Management from HarvardBusiness School.Mr.Tosin Okojie is our Chief Financial Officer.Mr.Okojie was appointedto the Board of MSM Oil&Gas Nigeria Limited in January2025.With over 20yearsof experience,Mr.Okojie is a dis

166、tinguished leader in finance,operations,andstrategic growth,having held senior roles across global organizations intechnology,finance,and oil and gas sectors.Since 2023,Mr.Okojie serves as aBoard Advisor to Hillhouse Ventures.Previously,from 2021 to 2023,he was theChief Financial Officer at Niche,wh

167、ere he was instrumental in scaling thecompanys Annual Recurring Revenue(ARR)and led initiatives that helped optimizefinancial processes and secure strategic capital.Prior to his advisory roles,from2018 to 2021,Mr.Okojie served as the Global Vice President of Finance at Andela,where he spearheaded a

168、capital raise and helped scale the companys ARR,whilereducing cash burn.His leadership also extended to the role of General Manager atInvensys(Schneider Electric),where he helped expand revenue across Sub-SaharanAfrica and introduce innovative products to new markets.Mr.Okojies expertise infinance i

169、ncludes fundraising,operational efficiency,mergers and acquisitions,andbusiness strategy,which he utilized to help companies achieve growth.Hisbackground spans successful stints in both corporate and entrepreneurial ventures,including his role as Founder of Total Ascent,which was acquired in 2019.He

170、 holdsan MBA in Finance and Strategy from the Yale School of Management and a B.Sc.inElectronic and Electrical Engineering from Obafemi Awolowo University.Mr.Okojiehas participated in executive programs at Columbia Business School,MIT,and theLondon Business School.52025/5/20 10:46sec.gov/Archives/ed

171、gar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm12/226Table of ContentsIndependent Director NomineesWe have recruited a group of highly accomplished director nominees who we believewill bring to us public company g

172、overnance,executive leadership,operationsoversight and capital markets expertise.Our director nominees have served asdirectors,chief executive officers,legal advisors or in other executive positionsfor listed and privately-owned companies.Our directors have extensive experiencewith acquisitions,dive

173、stitures and corporate strategy.We believe their collectiveexpertise,contacts and relationships will position us as a highly competitive anddesirable merger partner.Dr.Seni Hazzan will become a member of our board of directors upon theeffectiveness of the registration statement of which this prospec

174、tus forms a part.Since 2010,Dr.Hazzan has been a partner at Development II,Inc.,a globalmarketing research and product development company.In addition,since 2020,Dr.Hazzan has been a professor of entrepreneurship and finance at the HultInternational Business School.From 2021 to 2022,Dr.Hazzan was an

175、 adjunctprofessor of finance at Graziadio School of Business at Pepperdine University,during 2020,he was an adjunct professor at Menlo College and from 2018 to 2019,hewas an adjunct lecturer at the Haas School of Business at the University ofCalifornia,Berkeley.Previously,from 2008 to 2010,he served

176、 as the chiefexecutive officer of FCMB Capital Markets Limited,a global investment bankingsubsidiary of First City Group,a bank holding company with operations in the U.K.and Africa.Dr.Hazzan began his career at Goldman Sachs and has over 30 years ofexperience across investment banking,private equit

177、y,startups,venture capital,and technology industries,advising global firms in their multi-billion-dollarmergers and acquisition transactions.He is a respected entrepreneurial financierwho invented and trademarked the terms Dealpreneur,Dealpreneuring,andDealpreneurship as mindsets and methodologies f

178、or executing startup opportunities,business transactions,and restructuring.Dr.Hazzan holds a B.S.in Accountingfrom the University of Maiduguri,Nigeria,an MBA from the Yale School ofManagement,an MPA from the University of California,Berkeley,and a DBA fromPepperdine University.Dr.Hazzan is also a ce

179、rtified public accountant and afellow chartered accountant.Mr.Neil Sampson will become a member of our board of directors upon theeffectiveness of the registration statement of which this prospectus forms a part.Since February 2025,Mr.Sampson has been a Consultant at Rosenblatt Law.FromFebruary 2022

180、 to January 2025,he was a Consultant at Rosenblatt Solicitors,wherehe previously served as a Partner,from September 1994 to February 2022.Inaddition,Mr.Sampson has been a Consultant for Kenneth Sit in Hong Kong,since1993,and for EV Law and Consultancy in Ghana,since 1999.Mr.Sampsons broadportfolio o

181、f expertise as a business lawyer includes dispute resolution,corporateand commercial transactions(both in the UK and internationally),propertytransactions and a range of private client matters.He has worked on the listing ofseveral Chinese companies on the London Stock Exchange,while his disputereso

182、lution experience covers a broad range of commercial litigation in the UK,including international arbitration.He is a Freeman of the City of London andLiveryman.Since 1999,Mr.Sampson has been a director of the China-BritainBusiness Council,and since 2014 he has been a director of NSM ManagementConsu

183、ltancy Ltd.He is a member of the International Bar Association and a mediatorwith the Belt and Road Mediation Centre based in Beijing.Mr.Jide Zeitlin will become a member of our board of directors upon theeffectiveness of the registration statement of which this prospectus forms a part.Since January

184、 2006,he has served as President of The Keffi Group,Ltd.,a familyinvestment office.From June 2006 to July 2020,Mr.Zeitlin,was a director,thenChairman and Chief Executive Officer of Tapestry,Inc.(NYSE:TPR),the S&P 500 andFortune 500 luxury global retailer that is the parent company for the Coach,Kate

185、Spade,and Stuart Weitzman brands.Mr.Zeitlin initiated and led a substantialstrategic transformation of Tapestry,Inc.and,in addition to his role as CEO ofTapestry,Inc.,also served as CEO of the Coach brand.Mr.Zeitlin was previously apartner at The Goldman Sachs Group,Inc.,having risen to partner in i

186、ts Mergers&Acquisitions Department,and was Global Chief Operating Officer of Goldman Sachsinvestment banking business.He served as a founding director and then as Chairmanof the Nigeria Sovereign Investment Authority,Nigerias sovereign wealth fund,fortwo terms.From February 2021 to November 2024,Mr.

187、Zeitlin served as Chairman andCEO of bleuacacia ltd.(Nasdaq:BLEU),a special purpose acquisition company.Forover two decades,Mr.Zeitlin has been an active member of multiple billion-dollarendowment and foundation investment committees.He has either been chairman or amember of investment committees at

188、 Amherst College,Doris Duke CharitableFoundation,Milton Academy,and Teach for America.He also served on the board ofAffiliated Managers Group,a$600 billion publicly traded asset management company.Mr.Zeitlin received an A.B.from Amherst College and an MBA from Harvard BusinessSchool and is the Chair

189、man Emeritus of Amherst College.62025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm13/226Table of ContentsPrior SPAC ExperienceEmpowerment&Inclusion Capital I Corp.Mr.Adedara served

190、as an advisor to the sponsor of Empowerment&Inclusion CapitalI Corp.(NYSE:EPWR),a special purpose acquisition company(“EPWR”).On December14,2022,EPWR redeemed all of the outstanding shares purchased in its initialpublic offering as the company was unable to consummate an initial businesscombination

191、within the time period required by its charter.bleuacacia ltd.Mr.Zeitlin served as Chairman and CEO of bleuacacia ltd.(Nasdaq:BLEU),a specialpurpose acquisition company.In connection with shareholders votes at twoextraordinary general meetings held by bleuacacia ltd.on each of May 19,2023 andJanuary

192、 2,2024,in each case,to extend the date by which bleuacacia ltd.had toconsummate a business combination,an aggregate of 26,015,981 and 928,553 Class Aordinary shares were redeemed,respectively.On November 22,2024,bleuacacia ltd.redeemed the remaining Class A ordinary shares as the company determined

193、 it wasunable to complete a business combination.International Media Acquisition Corp.On May 5,2021,an affiliate of Ontogeny Capital L.L.C.-FZ(“Ontogeny Capital”),Ontogeny Capital LTD Management Consultancies LLC,was engaged as a managementconsulting and corporate advisor in the preparation of corpo

194、rate strategies,management support and business plans for International Media Acquisition Corp.(Nasdaq:IMAQ),a special purpose acquisition company(“IMAQ”).On August 2,2021,IMAQ consummated an initial public offering of 20,000,000 units.On August 6,2021,the underwriters exercised in full of their opt

195、ion to purchase 3,000,000 additionalunits to cover over-allotments.On March 18,2022,IMAQ entered into an engagementletter with Ontogeny Capital LTD Management Consultancies LLC(the“IMAQ OntogenyPIPE Agreement”)relating to corporate advisory&management consultancy servicesfor the purpose of raising c

196、apital in form of PIPE financing in which OntogenyCapital LTD Management Consultancies LLC was to receive a contingent fee equal to5%of the gross proceeds of securities sold in the PIPE up to$75 million in grossproceeds and 5.5%of the gross proceeds of securities sold in the PIPE from$75million up t

197、o$150 million in gross proceeds.The IMAQ Ontogeny PIPE Agreement wasterminated on February 14,2023.In connection with stockholders votes at special meetings held on July 26,2022,January 27,2023,July 31,2023,January 2,2024 and December 30,2024,to,amongother things,extend the dates by which IMAQ had t

198、o consummate its businesscombination,an aggregate of 22,710,306 shares of common stock were redeemed,leaving 6,836,594 shares of common stock outstanding as of December 2024.On April 3,2025,IMAQ entered into a merger agreement with Vietnam BiofuelsDevelopment Joint Stock Company,a Vietnam company(“V

199、NB”),and VCI HoldingsLimited,a British Virgin Islands business company(“VCI”)and is in the processof working towards completing its business combination.On April 20,2025,IMAQ entered into a loan agreement to provide a loan in themaximum aggregate amount of$499,900 to VNB and VCI to be used exclusive

200、ly forbusiness combination expenses or as otherwise agreed upon by the lender.On April20,2025,IMAQ entered into an Equity Line Agreement with White Lion Capital LLCfor the purchase of up to$300 million of newly issued shares of IMAQs commonstock,with an option for IMAQ to increase this amount to$500

201、,000,000,subject tocertain limitations and conditions set forth in the Equity Line Agreement.On April20,2025,IMAQ issued an unsecured promissory note in the aggregate principalamount of up to$3,000,000 to Wei-Hua Chang.The past performance of our management team,Ontogeny Capital or their respectivea

202、ffiliates is not a guarantee that we will be able to identify a suitable candidatefor our initial business combination.You should not rely on the historical recordof our management teams or their respective affiliates performance as indicativeof our future performance.72025/5/20 10:46sec.gov/Archive

203、s/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm14/226Table of ContentsOur Established Network of Third-Party AdvisorsWe intend to utilize what our management team believes is an accomplished andproven network

204、of third-party advisors,led by Henry Obih,and other relationshipsto assist with target company origination and evaluation,due diligence andimplementation of value creation programs and activities following our initialbusiness combination.Our partners will be comprised of current and former senior ex

205、ecutives withsignificant investment and operating experience.These executives will provide uswith expertise and extensive relationship networks from which we intend to sourceand evaluate targets and develop post-acquisition operating strategies.Lead AdvisorMr.Henry Ikem Obih is our Lead Advisor.Mr.O

206、bih was appointed to theboard of directors of MSM Oil&Gas Nigeria Limited in October 2024.With adistinguished career spanning decades,Mr.Obih is a highly experiencedprofessional in the oil and gas industry,having held senior leadership positionsat ExxonMobil and the Nigerian National Petroleum Corpo

207、ration(NNPC).Prior to hisretirement in 2019,he was the Group Executive Director and Chief Operating Officer(Downstream)at NNPC from March 2016 to July 2019,where he led initiatives toenhance transparency,significantly contributing to improving energy security,andfostering global partnerships.At Exxo

208、nMobil Nigeria,from January 1994 to March2016,Mr.Obih worked in several cross-functional roles including as ExecutiveDirector in Operations and Marketing,overseeing midstream and downstream businessoperations and driving strategic growth and operational excellence.His leadershipwas marked by signifi

209、cant advancements in safety,efficiency,and market presence.Mr.Obihs board experience includes roles at Nigeria National Petroleum CompanyLimited,Nigeria Gas Marketing Company Limited,Pipelines and Products MarketingCompany Limited,NNPC Retail Limited,and international joint ventures such asNIDAS Mar

210、ine Limited and NIKORMA Limited.He has also served as Chairman of DukeOil Services and NIDAS Marine Limited in the United Kingdom.Mr.Obih currentlyserves on the boards of Nigeria Liquefied Natural Gas Limited(NLNG),Fidelity Bankplc in Nigeria and Cortland Advisory Services.His board committee roles

211、includeChairman,Audit Committee at NLNG and Chairman,Board Remuneration,Nominations,and Governance Committee at Fidelity Bank.He holds a Bachelors Degree inMechanical Engineering from the University of Nigeria,Nsukka,and an MBA inFinancial Management from the University of Bradford,England.He is a F

212、ellow ofthe Nigerian Society of Engineers and a member of several professional bodies,including the Chartered Institute of Directors and Council of Registered Engineersof Nigeria(COREN).Mr.Obih has completed executive programs in Leadership,Strategy,Finance,Climate Change and Corporate Governance at

213、 renowned institutionssuch as Columbia Business School,MIT,Wharton,Stanford,IMD Lausanne,LondonBusiness School,and Lagos Business School.Management Consultancy and Corporate Advisory ServicesIn connection with this offering,Ontogeny Capital has agreed to provide managementconsultancy and corporate a

214、dvisory services to us related to,among other things,risk capital strategy for non-U.S.investors;advising and refining our businessplan and objectives;market research and data collection;providing research andreports;preparing presentations as required;providing assistance and support inthe engageme

215、nt of advisors and service providers;and generally supporting us incompleting our initial public offering through agreed upon activities.In addition,Ontogeny Capital has agreed to provide management consultancy and corporateadvisory services in connection with our business combination,including,eval

216、uating and reviewing potential business combination targets;assisting withaspects of the special meeting and related filings;and assisting with closing ofthe business combination.We have agreed to pay Ontogeny Capital an aggregate of$3,518,750(or$3,982,813 if the underwriters over-allotment option i

217、s exercisedin full)for the management consultancy and corporate advisory services inconnection with this offering.In addition,we have agreed to pay Ontogeny Capital,upon the consummation of our initial business combination,a business combinationadvisory fee of approximately$3.9 million for managemen

218、t consultancy and corporateadvisory services,and to reimburse certain expenses.Business StrategyOur business strategy is to identify and consummate an initial business combinationwith a target that can benefit from the industry,operating,and investmentexperience of our management team.Our management

219、s track record of long-term valuecreation positions us well to appropriately evaluate potential businesscombinations and select one that we believe will be well received by the publicmarkets.Our disciplined sourcing strategy will focus on identifying and assessingcompanies where we believe the combi

220、nation of our global operating experience,relationships,and capital markets expertise:(a)can be catalysts to transform atarget company,and(b)can help accelerate the targets82025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/20

221、61918/000121390025045019/ea0234893-04.htm15/226Table of Contentsgrowth(digital and brick-and-mortar),geographic expansion,and performance(margins and asset utilization).Our differentiated sourcing process includes ourdeep understanding of brands and successful business models combined with ourextens

222、ive global network,all built over more than three decades.We believe thisdisciplined thematic process should provide us with a number of attractive businesscombination opportunities.Key elements of our multi-pronged sourcing process include:long-term proprietary relationships with leaders and compan

223、ies operatingin our markets;direct relationships with leading private equity and venture capitalfirms;anddeep entrenchment in advisor deal flow with established relationshipsacross our target sector.Upon completion of this offering,members of our management team will immediatelybegin the search for

224、a target business by communicating with their network ofrelationships and other interested parties to articulate our initial businesscombination criteria and guidelines.We are optimistic about the process ofpursuing and reviewing potential opportunities.Our management team has experience in:identify

225、ing,sourcing,structuring,acquiring,operating,and sellingbusinesses;fostering relationships with sellers,capital providers,and targetmanagement teams;negotiating transactions favorable to our investors;executing transactions in multiple geographies and under varying economicand financial market condi

226、tionsaccessing the capital markets,including financing businesses and helpingcompanies transition to public ownership;andbuilding durable businesses and creating long-term shareholder valuethrough operations,capital allocation,and governance.Our Value PropositionOnce we consummate a business combina

227、tion,our executives would,depending on thecircumstances,aim to support the target companys senior management team,enhancing current and future profitability by leveraging our experience inexecuting both strategic and operational business plans.Business Combination CriteriaOur strategy is to identify

228、 companies that have compelling growth potential and acombination of the following characteristics.We intend to apply the followingcriteria and guidelines in evaluating acquisition opportunities to identify atarget business that:has a driven and diverse management team with a track record of deliver

229、ingagainst their strategic objectiveshas a strong,distinct,and inclusive culture that enables employees andleaders to fully apply their life experiences to their work;has a history of strong fundamentals and operating results,such asvisible,recurring revenues,scalable growth,and best-in-class operat

230、ingmargins,all of which should provide a realistic path to translating intoattractive free cash flow characteristics,which can be improved furtherunder our ownership;exhibits unrecognized value or other characteristics that we believe havebeen misevaluated or mispriced by the marketplace;has a team

231、and a business model that can benefit from our managementteams operating and investment expertise,industry perspective andskillset,operating playbook,and technological and innovationcapabilities;92025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov

232、/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm16/226Table of Contentshas a leadership team that is prepared to be a publicly traded company;has a strategy where growth and stability will benefit from access tobroader capital markets;andoffers an attractive risk-adjusted return for

233、our shareholders.Any evaluation relating to the merits of a particular initial business combinationmay be based,to the extent relevant,on these general guidelines as well as otherconsiderations,factors and criteria that our management may deem relevant.Notwithstanding the foregoing,we may decide to

234、enter into our initial businesscombination with a target business that does not meet these criteria andguidelines.In the 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 busi

235、ness does not meet the abovecriteria in our shareholder communications related to our initial businesscombination,which,as discussed in this prospectus,would be in the form of tenderoffer documents or proxy solicitation materials that we would file with the SEC.Acquisition ProcessIn evaluating a pro

236、spective target business,we expect to conduct a due diligencereview which may encompass,among other things,meetings with incumbent managementand employees,document reviews,interviews of customers and suppliers,inspectionof facilities,as applicable,as well as a review of financial,operational,legalan

237、d other information about the target and its industry which will be madeavailable to us.If we determine to move forward with a particular target,we willproceed to structure and negotiate the terms of the business combinationtransaction.The time required to select and evaluate a target business and t

238、o structure andcomplete 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 init

239、ial business combination 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

240、 available targets,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(includin

241、g a negative public 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 co

242、mpetition among other 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 wil

243、l not engage in,any 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 wit

244、h our initial business 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,othersecurit

245、ies issuances,or a 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

246、will provide our public 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 mean

247、s of atender offer.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 v

248、otes cast by suchshareholders as,being entitled to do so,vote in102025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm17/226Table of Contentsperson or,where proxies are allowed,by prox

249、y at the applicable general meeting ofthe company.The decision as to whether we will seek shareholder approval of aproposed business combination or conduct a tender offer will be made by us,solelyin our discretion,and will be based on a variety of factors such as the timing ofthe transaction and whe

250、ther the terms of the transaction would require us to seekshareholder approval under applicable law or stock exchange listing requirement.We have until the date that is 24months from the closing of this offering or untilsuch earlier liquidation date as our board of directors may approve,to consummat

251、eour 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 restated memorandum and articlesof association to extend the date by which we must consummate ou

252、r 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,payable in cash,equal to the aggregate amount then ondeposit in the trust account,including in

253、terest earned thereon(net of taxespayable),divided by the number of then issued and outstanding public shares,subject to applicable law.If we are unable to complete our initial business combination and do not hold ashareholder vote to amend our amended and restated memorandum and articles ofassociat

254、ion to extend the 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 shar

255、e price,payable in 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 la

256、w and certainconditions 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.Howeve

257、r,we cannot assure 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 se

258、ek shareholder approval 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 e

259、xpect to extend the 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 w

260、indow,our sponsors 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 defe

261、rred underwriting commissions and taxespayable on the interest earned on the trust account).Our board of directors willmake the determination as to the fair market value of our initial businesscombination.If our board of directors is not able to independently determine thefair market value of our in

262、itial business combination,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 indepe

263、ndent determination of the fair market value of our initial businesscombination,it may be unable to do so if it is less familiar or experienced withthe business of a particular target or if there is a significant amount ofuncertainty as to the value of the targets assets or prospects.Additionally,pu

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

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

266、ders or for other reasons,but we will only complete such businesscombination if the post transaction company owns or acquires 50%or more of theoutstanding voting securities of the target or otherwise acquires a controllinginterest in the target sufficient for it not to be required to register as ani

267、nvestment company under the Investment Company Act.Even if the post transactioncompany owns or acquires 50%or more of the voting securities112025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea02348

268、93-04.htm18/226Table of Contentsof the target,our shareholders prior to the business combination may collectivelyown a minority interest in the post transaction company,depending on valuationsascribed to the target and us in the business combination.For example,we couldpursue a transaction in which

269、we issue a substantial number of new shares inexchange for all of the outstanding capital stock,shares or other equity interestsof a target.In this case,we would acquire a 100%controlling interest in thetarget.However,as a result of the issuance of a substantial number of new shares,our shareholders

270、 immediately prior to our initial business combination could ownless than a majority of our issued and outstanding shares subsequent to our initialbusiness combination.If less than 100%of the equity interests or assets of atarget business or businesses are owned or acquired by the post transactionco

271、mpany,the portion of such business or businesses that is owned or acquired iswhat will be taken into account for purposes of the 80%of net assets testdescribed above.If the business combination involves more than one targetbusiness,the 80%of net assets test will be based on the aggregate value of al

272、l ofthe target businesses.We are not prohibited from pursuing an initial business combination with a companythat is affiliated with our sponsor,officers or directors,or any of theirrespective affiliates,completing the business combination through a joint ventureor other form of shared ownership with

273、 our sponsor,officers or directors or any oftheir respective 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)with our sponsor,officers ordirectors,we,or a commit

274、tee 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 combination is fair to our company from a financial point of

275、view.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,accordingly,may have a conflict of interest in determining whet

276、her 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 anincentive whereby our officers and directors could potential

277、ly 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 amend ouramended and restated memorandum and articles

278、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 private placement units may expireworthless,except to

279、 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 subsequently declines in value and is unprofitable forpublic

280、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 as a condition to any agreement with respect to our i

281、nitialbusiness 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 director is or will berequired to present a business combin

282、ation 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 will honor his or herfiduciary or contractual obliga

283、tions 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:(i)no individual serving asa director or an officer,

284、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 expectancy in,or in being offered anopportunity to par

285、ticipate 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 to any other entity.As a result,the fiduciaryduties or

286、 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 companies similar to ours or may pursue other business or i

287、nvestmentventures 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 or toany other special purpose acquisition company wit

288、h which they may become involved.Any such companies,businesses or investments may present additional conflicts ofinterest in pursuing an initial business combination target.122025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/

289、2061918/000121390025045019/ea0234893-04.htm19/226Table of ContentsPrior to the date of this prospectus,we will file a Registration Statement onForm8-A with the Securities and Exchange Commission(the“SEC”)to voluntarilyregister our securities under Section12 of the Securities ExchangeActof1934,as ame

290、nded(the“ExchangeAct”).As a result,we will be subject to the rules andregulations promulgated under the ExchangeAct.We have no current intention offiling a Form 15 to suspend our reporting or other obligations under theExchange Act prior or subsequent to the consummation of our initial businesscombi

291、nation.Potential 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 we become obligated toredeem a significant number of

292、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 public shareholders may suffersignificant dilution and

293、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 that restrict our operations.Further,as described above,

294、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 and the sale of the private placement units,and,as a

295、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 initialbusiness combination.We may also obtain financin

296、g 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 funds through theissuance of equity or equity-linked sec

297、urities 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 compliance with applicablesecurities laws,we would on

298、ly 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 trust account.In addition,following ourinitial busin

299、ess combination,if cash on hand is insufficient,we may need toobtain additional financing in order to meet our obligations.Sponsor InformationOur sponsor is a Cayman Islands limited liability company,which was recentlyformed to invest in our company.Although our sponsor is permitted to undertake any

300、activities permitted under the Cayman Islands Limited Liability Companies Act(AsRevised)and other applicable law,our sponsors business is focused on investingin our company.Pursuant to an agreement of all members of our sponsor(the“Sponsor Operating Agreement”),Mr.Mairawani,the Chairman of our board

301、 ofdirectors,and Mr.Adedara,our Chief Executive Officer and director,are themanaging 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.Our management team will own membersh

302、ip interestsof our sponsor as follows(assuming no exercise of the overallotment option):Mr.Mairawani will own membership interests of our sponsor,representing an indirectinterest in 2,519,750 founder shares and 158,000 private placement units.Mr.Adedara will own membership interests of our sponsor,r

303、epresenting an indirectinterest in 300,000 founder shares and 30,000 private placement units.Mr.Okojiewill own membership interests of our sponsor,representing an indirect interest in25,000 founder shares.Our lead advisor,Mr.Obih,will own membership interests ofour sponsor,representing an indirect i

304、nterest in 100,000 founder shares.Ourindependent directors will also receive an aggregate of 450,000 founder shares fortheir services as directors.Ontogeny Capital has committed to purchase,indirectlythrough the purchase of membership interests in our sponsor,587,000 privateplacement units(or 663,25

305、0 private placement units if the overallotment isexercised in full)at a price of$10.00 per private placement unit($5,870,000 inthe aggregate or$6,632,500 if the overallotment is exercised in full)in a privateplacement that will close prior to the closing of this offering.Our sponsor willalso issue m

306、embership interests at a nominal purchase price to Ontogeny Capital,reflecting interests in an aggregate of 5,144,000 founder shares(whether or notthe overallotment is exercised)held by our sponsor.Ontogeny Capital does notcurrently own any interests of our sponsor.We have agreed to pay Ontogeny Cap

307、italan aggregate of$3,518,750(or$3,982,813 if the underwriters over-allotmentoption is exercised in full)for certain management consultancy and corporateadvisory services in connection with this offering.See“ProposedBusinessManagement Consultancy and Corporate Advisory Services”.In addition,we have1

308、32025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htm20/226Table of Contentsagreed to pay Ontogeny Capital,upon the consummation of our initial businesscombination,a business combinati

309、on advisory fee of approximately$3.9million formanagement consultancy and corporate advisory services,and to reimburse certainexpenses.Other than the foregoing persons no other person will have a direct orindirect material interest in our sponsor.Other than our management team andOntogeny Capital in

310、 its capacity as corporate advisory and management servicesadvisor,none of the other members of our sponsor will participate in themanagement of our company.Each such partys membership interests in our sponsortracks our underlying securities on a 1:1 basis.Pursuant to the Sponsor Operating Agreement

311、,all actions of the sponsor regardingidentification,due diligence,discussion with management and potential businesscombination targets will be in partnership with Ontogeny Capital.Actions such aspresentation of selected targets by the sponsor to our board for approval will betaken jointly with Ontog

312、eny Capital.In addition,the sponsor agreed to recommendto us the appointment of Ontogeny Capital or its designated entity as PIPE advisorfor any future business combination and to use its commercially reasonable effortsto facilitate such appointment.The non-managing members of the sponsor,includingO

313、ntogeny Capital,will have no right to control,vote or manage the sponsor.Inaddition,the non-managing members of the sponsor,including Ontogeny Capital,willhave no right to vote or dispose of the founder shares,private placement units orsecurities underlying the private placement units that they hold

314、 indirectly throughtheir holdings of membership units of the sponsor.The following table sets forth the payments to be received by our sponsor and itsaffiliates from us prior to or in connection with the completion of our initialbusiness combination and the securities issued and to be issued by us t

315、o oursponsor or its affiliates:Entity/Individual Amount of Compensation to beReceived or Securities Issuedorto be Issued ConsiderationPaid or to be PaidQuadriga IndustriesLLC 8,625,000 ClassB OrdinaryShares(of which an aggregateof 450,000 Class B ordinaryshares will be transferred toour independent

316、directors)(1)$25,000,which also coversany additional shares issuedto the sponsor under anti-dilution provisionsdiscussed below 775,000 Private Placement Units$7,750,000 Up to$2,500,000 in workingcapital loans,which loans maybe convertible into units ofthe post-business combinationentity at a price o

317、f$10.00 perunit Working capital loans tofinance transaction costs inconnection with an initialbusiness combination Reimbursement for any out-of-pocket expenses related toidentifying,investigating andcompleting an initial businesscombination Services in connection withidentifying,investigatingand com

318、pleting an initialbusiness combinationHolders of Class BOrdinary Shares Anti-dilution protection uponconversion into Class Aordinary shares at a greaterthan one-to-one ratio Issuance of the Class Aordinary shares issuable inconnection with theconversion of the foundershares on a greater thanone-to-o

319、ne basis uponconversionQuadriga IndustriesLLCMuazzam MairawaniBabatope Adedara Consulting,success or finderfees in connection with theconsummation of our initialbusiness combination Services in connection withidentifying,investigatingand completing an initialbusiness combinationQuadriga IndustriesLL

320、CMuazzam MairawaniBabatope Adedara Salary or fee in an amount thatconstitutes a market standardfor comparable transactions inconnection with our initialbusiness combination Services in connection withidentifying,investigatingand completing an initialbusiness combination_(1)Our Chairman,Chief Executi

321、ve Officer,and Chief Financial Officer will receive an indirectinterest in an aggregate of 2,844,750 founder shares through membership interests in oursponsor.142025/5/20 10:46sec.gov/Archives/edgar/data/2061918/000121390025045019/ea0234893-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061918/000121

322、390025045019/ea0234893-04.htm21/226Table 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 o

323、f the founder shares may result in 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 ourSec

324、urities The nominal purchase price 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 eve

325、nt weconsummate an initial business 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 o

326、f our initial businesscombination or 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 ord

327、inary shares,or any other equity-linked 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 adjus

328、ted(unless the holders of a majority of theoutstanding ClassB ordinary shares agree to waive such adjustment with respect toany such issuance or deemed issuance)so that the number of ClassA ordinary sharesissuable upon conversion of all Class B ordinary shares will equal,in theaggregate,25%of the su

329、m of(i)the total number of all ClassA ordinary sharesoutstanding upon the completion of this offering(including any ClassA ordinaryshares issued pursuant to the underwriters over-allotment option and excluding theClass A ordinary shares underlying the private placement units issued to thesponsor),pl

330、us(ii)all Class A ordinary shares and equity-linked securitiesissued or deemed issued,in connection with the closing of the initial businesscombination(excluding any shares or equity-linked securities issued,or to beissued,to any seller in the initial business combination and any privateplacement-eq

331、uivalent units issued to our sponsor or any of its affiliates or to ourofficers or directors upon conversion of working capital loans)minus(iii)anyredemptions of ClassA ordinary shares by public shareholders in connection withcharter amendments prior to an initial business combination or an initial

332、businesscombination;provided that such conversion of founder shares will never occur on aless than one-for-one basis.In addition,conversion of 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 c

333、ombination entity at a price of$10.00 per unit,mayresult in material dilution to our public shareholders.If we increase or decrease the size of 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 consummati