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1、S-1 1 quartzsea_s1.htm S-1 As filed with the Securities and Exchange Commission on February 21,2025.Registration No.333-*UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM S-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 QUARTZSEA ACQUISITION CORPORATION(Exact name of
2、registrant as specified in its charter)Cayman Islands 6770 N/A(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)1185 Avenue of the Americas,Suite 304New York,NY 10036Telephone:(212)612-1400(Address
3、,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Qi Gong1185 Avenue of the Americas,Suite 304New York,NY 10036Telephone:(212)612-1400(Name,Address,Including Zip Code,and Telephone Number,Including Area Code,of Agent for Service)Copies to:Cassi O
4、lson,Esq.Nicholas Torres,Esq.Celine and Partners,P.L.L.C.1345 6th Ave.,33rd FloorNew York,NY 10105Telephone:(212)612-1400(718)463-2555 Facsimile Douglas C.LionbergerJames R.BrownHolland&Knight LLP811 Main Street,Suite 2500Houston,Texas 77002Tel:(713)244-8221 Approximate date of commencement of propo
5、sed sale to the public:As soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,as amended(the“Securities Act”),check th
6、e following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this
7、 Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant t
8、o Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerat
9、ed filer,a smallerreporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company”and“emerging growth company”in Rule 12b-2 of the Securities Exchange Act of 1934,as amended.(Checkone):Large accelerated filerAccelerated fi
10、ler Non-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a
11、)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective i
12、n accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant tosaid Section 8(a),may determine.Table of Contents The information in this preliminary prospectus i
13、s not complete and may be changed.We may not sell these securities untilthe registration statement filed with the U.S.Securities and Exchange Commission is effective.This prospectus is not anoffer to sell these securities and is not soliciting an offer to buy these securities in any state where the
14、offer or sale is notpermitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED FEBRUARY 21,2025$60,000,000Quartzsea Acquisition Corporation6,000,000 Units Quartzsea Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company with limitedliability,formed for th
15、e purpose of effecting a merger,share exchange,asset acquisition,share purchase,reorganization,or similarbusiness combination with one or more businesses or entities.Our efforts to identify a prospective target business will not belimited to a particular industry or geographic region.We do not have
16、any specific business combination under consideration and wehave not(nor has anyone on our behalf),directly or indirectly,contacted any prospective target business or had any substantivediscussions,formal or otherwise,with respect to such a transaction with our company.This is an initial public offe
17、ring of our securities.Each unit we are offering has a price of$10.00 and consists of:(i)one ordinaryshare and(ii)one right to receive one-tenth of one ordinary share upon the consummation of the initial business combination,asdescribed in more detail in this prospectus.The underwriters have a 45-da
18、y option from the date of the consummation of thisoffering to purchase up to an additional 900,000 units(over and above the 6,000,000 units referred to above)to cover over-allotments,if any.We will provide our holders of public shares(as defined below),which we refer to collectively as our“public sh
19、areholders,”withthe opportunity to redeem,regardless of whether they abstain,vote for,or against,our initial business combination,all or a portionof their ordinary shares that were sold as part of the units in this offering,which we refer to collectively as our“public shares,”upon the completion of
20、our initial business combination at a per-share price,payable in cash,equal to the aggregate amount then ondeposit in the trust account described below as of two business days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust accou
21、nt(which interest shall be net of taxes payable),divided by the numberof then outstanding public shares.Notwithstanding the foregoing,if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant to t
22、he tender offerrules,a public shareholder,together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a“group”(as defined under Section 13 of the Exchange Act),will be restricted from redeeming its shareswith respect to more than an aggreg
23、ate of 15%of the shares sold in this offering without our prior consent.See“Summary TheOffering Limitation on redemption rights of shareholders holding more than 15%of the shares sold in this offering if we holdshareholder vote”for further discussion on certain limitations on redemption rights.We ha
24、ve 18 months from the closing of this offering to consummate our initial business combination.If we anticipate that we maybe unable to consummate our initial business combination within such period,we may seek shareholder approval to amend ouramended and restated memorandum and articles of associati
25、on to extend the date by which we must consummate our initialbusiness combination.If we seek shareholder approval for an extension,our public shareholders will be offered an opportunity toredeem their shares at a per share price,payable in cash,equal to the aggregate amount then on deposit in the tr
26、ust account,including interest(net of taxes payable),divided by the number of then outstanding public shares,subject to applicable laws.If weare unable to complete our initial business combination within the 18-month period or such period that may be extended we willdistribute the aggregate amount t
27、hen on deposit in the trust account,including interest(net of taxes payable),pro rata to our publicshareholders,by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up ofour affairs,as further described herein.Table of Contents Blue Jay Inve
28、stment LLC,which we refer to throughout this prospectus as our“Sponsor,”has agreed that they and/or theirdesignees will purchase from us an aggregate of 245,000 units,or“private units”at a price of$10.00 per unit.Our Sponsor has alsoagreed that if the over-allotment option is exercised by the underw
29、riters in full or in part,they and/or their designees will purchasefrom us up to an additional 11,250 private units on a pro rata basis at a price of$10.00 per unit in an amount that is necessary tomaintain in the trust account$10.05 per unit sold to the public in this offering.These purchases will
30、take place on a privateplacement basis simultaneously with the consummation of this offering.Each private unit shall consist of one ordinary share andone right to receive one-tenth of one ordinary share upon the consummation of the initial business combination.Our Sponsor hasagreed not to transfer,a
31、ssign or sell any of the private units or underlying securities(with certain exceptions)until the completionof our initial business combination.Our Sponsor owns 2,415,000 ordinary shares,which we refer to herein as“founder shares.”Our Sponsor purchased 2,415,000ordinary shares for an aggregate purch
32、ase price of$25,000,or approximately$0.0104 per ordinary share.After giving effect offorfeiture of 315,000 ordinary shares assuming that the underwriters overallotment option is not exercised,the resulting purchaseprice will be approximately$0.0119 per share.Given our Sponsor paid a nominal aggregat
33、e purchase price for the founder shares,the value of your public shares may be significantly diluted upon the consummation of our initial business combination,when thefounder shares are converted into public shares.Our Chief Executive Officer has a significant economic interest in our Sponsor.Asa re
34、sult,the low acquisition cost of the founder shares creates an economic incentive whereby our Chief Executive Officer couldpotentially make a substantial profit even if we complete a business combination with a target business that subsequently declinesin value and is unprofitable for public investo
35、rs.Repayment of working capital loans which may be made by our Sponsor,officers,directors or their affiliates to finance transactioncosts in connection with an initial business combination(1)through a portion of the funds not held in the trust account,and only tothe extent available,if the initial b
36、usiness combination does not close,or(2)upon consummation of our initial businesscombination,without interest,or,at the holders discretion,up to$1,500,000 may be converted into private units at a price of$10.00 per unit.We will also reimburse our Sponsor$15,000 per month for office space and adminis
37、trative services made availableto us.See“Risk Factors The value of the founder shares following completion of our initial business combination is likely to besubstantially higher than the nominal price paid for them,even if the trading price of our public shares at such time is substantiallyless tha
38、n$10.05 per public share”,for further discussion on our sponsors and our affiliates shares and compensation.The founder shares include 315,000 ordinary shares of which are subject to forfeiture depending on the extent to which theunderwriters over-allotment option is not exercised in full or in part
39、.In addition,our Sponsor has agreed to loan us up to$500,000to be used for a portion of the expenses of this offering,which amount will be repaid upon closing of this offering.See“Summary The Offering Sponsor Information”for further discussion on our sponsors and our affiliates shares and compensati
40、on.As more fully discussed in“ManagementConflicts of Interest,”each of our officers and directors presently has,and any of themin the future may have additional,fiduciary,contractual or other obligations or duties to one or more other entities pursuant towhich such officer or director is or will be
41、required to present a business combination opportunity to such entities.Our Sponsor isthe beneficial owner of the founder shares and will be the beneficial owner of private units following this offering,and members ofour management team will indirectly own such securities.Because of such ownership a
42、nd interests,our Sponsor,and any of ourofficers and directors who have an ownership interest in the Sponsor,may have a conflict of interest in determining whether aparticular target business is an appropriate business with which to effectuate our initial business combination.The low price thatour Sp
43、onsor paid for the founder shares creates an incentive whereby our Sponsor could potentially make a substantial profit evenif we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.If we are unable tocomplete our initial business combination w
44、ithin the required time period described in this prospectus,the founder shares andprivate units may be worthless,except to the extent the holders thereof receive liquidating distributions from assets outside the trustaccount,which could create an incentive for our sponsor and our executive officers
45、and directors who have an ownership interestthe sponsor to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitablefor public shareholders.Further,each of our officers and directors may have a conflict of interest with respect to evaluati
46、ng aparticular business combination if the retention or resignation of any such officers and directors were to be included by a targetbusiness as a condition to any agreement with respect to our initial business combination.Additionally,we will reimburse ourSponsor$15,000 per month for office space
47、and administrative services made available to us,each as described elsewhere in thisprospectus.Currently,there is no public market for our units,ordinary shares,or rights.We expect to apply to list our units on the NasdaqGlobal Market and apply to reserve the symbol“QSEAU”for our units.We expect tha
48、t our units will be listed on Nasdaq on orpromptly after the date of this prospectus.We cannot guarantee that our securities will be approved for listing on Nasdaq.Weexpect the ordinary shares and rights comprising the units will begin separate trading on the 52nd day following the effectivenessof t
49、he registration statement of which this prospectus forms a part,unless SPAC Advisory Partners informs us of its decision toallow earlier separate trading,subject to our filing a Current Report on Form 8-K with the U.S.Securities and ExchangeCommission(“SEC”)containing an audited balance sheet reflec
50、ting our receipt of the gross proceeds of this offering and issuing apress release announcing when such separate trading will begin.Once the securities comprising the units begin separate trading,weexpect that the ordinary shares and rights will be listed on Nasdaq under the symbols“QSEA”and“QSEAR”,
51、respectively.Wecannot assure you that our securities will be,or will continue to be,listed on Nasdaq in the future or prior to our initial businesscombination.As a Cayman Islands holding company with no material operations of our own,our Sponsor and certain of our executiveofficers and directors hav
52、e significant ties to the Peoples Republic of China(“PRC”).We may be seeking to acquire acompany that may be based in China in an initial business combination.As a result,we will be subject to certain legal andoperational risks,each of which apply both in the event that we may seek to acquire a comp
53、any that may be based in Chinain an initial business combination and because our Sponsor and certain of our executive officers and directors havesignificant ties to China.Specifically,we will be subject to regulatory review of overseas listing of PRC companies.We arealso subject to the risks of unce
54、rtainty about any future actions of the PRC government in this regard,or if our targetcompany is a PRC company,or“PRC Target Company,”which fails to comply with their rules and regulations,it willlikely result in a material change in our search for a target company,financial performance and our resu
55、lts of operationsand/or the value of our ordinary shares we are registering for sale and/or post business combination,which could cause thevalue of such securities to significantly decline or become worthless;and could significantly limit or completely hinder thepost-combined companys ability to off
56、er or continue to offer securities to investors.PRC laws and regulations governingthe PRC Target Companys current business operations are sometimes vague and uncertain,and therefore,these risks mayresult in a material change in the PRC Target Companys operations,significant depreciation of the value
57、 of our ordinaryshares,or a complete hindrance of our ability to offer or continue to offer our securities to investors.In recent years,thePRC government initiated a series of regulatory actions and statements to regulate business operations in China with littleadvance notice,including cracking down
58、 on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a VIE structure,adopting new measures to extend the scope of data security andcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.These actions and statemen
59、ts haveimpacted or may impact our ability to identify and complete a business combination with a PRC Target Company,theoperation of the post-combined company,and its ability to accept foreign investments or to list on a U.S.or other foreignexchange.Since these statements and regulatory actions are n
60、ew,it is highly uncertain how soon legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated,if any,and the potential impact such modified or newlaws and regulations w
61、ill have on the PRC Target Companys daily business operation,the ability to accept foreigninvestments and list on a U.S.or other foreign exchange.Given the Chinese governments significant oversight anddiscretion over the conduct of business of any China-based company that we may target for an initia
62、l business combination,the Chinese government may intervene or influence the operations of our target at any time,which could result in amaterial change in our operations and/or value of the securities we are registering for sale.Further,the fact that ourSponsor and certain of our executive officers
63、 and directors have significant ties to China may also result in a materialchange in our operations and/or value of the securities we are registering for sale.Due to(i)the risks of doing business inthe PRC and(ii)our Sponsor and certain of our executive officers and directors being having significan
64、t ties to China,wemay be a less attractive partner to non-PRC based target companies as compared to a non-PRC based Special PurposeAcquisition Company(“SPAC”),therefore this may make it more difficult for us to complete an initial businesscombination with a target company that is non-PRC based and w
65、hich may therefore make it more likely for us toconsummate a business combination with a target company located in the PRC.Table of Contents Pursuant to the Holding Foreign Companies Accountable Act(“HFCAA”),the Public Company Accounting Oversight Board(the“PCAOB”)issued a Determination Report on De
66、cember 16,2021 which found that the PCAOB is unable to inspect or investigatecompletely registered public accounting firms headquartered in:(1)mainland China of the Peoples Republic of China because of aposition taken by one or more authorities in mainland China;and(2)Hong Kong,a Special Administrat
67、ive Region and dependencyof the PRC,because of a position taken by one or more authorities in Hong Kong.In addition,the PCAOBs report identified thespecific registered public accounting firms which are subject to these determinations.Our auditor CBIZ CPAs P.C.isheadquartered in Kansas City,Missouri,
68、and has been inspected by the PCAOB on a regular basis.Our auditor was not identified inthis report as a firm subject to the PCAOBs determination.Notwithstanding the foregoing,in the event that we complete abusiness combination with a company with substantial operations in China or Hong Kong and PCA
69、OB is not able to fully conductinspections of our auditors work papers in China or Hong Kong,it could cause us to fail to be in compliance with U.S.securitieslaws and regulations,we could cease to be listed on a U.S.securities exchange,and U.S.trading of our shares could be prohibitedunder the HFCAA
70、.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol with the ChinaSecurities Regulatory Commission(the“CSRC”)and the Ministry of Finance(the“MOF”)of the Peoples Republic of China,governing inspections and investigations of audit firms based in mainland China and Hong Ko
71、ng.The Protocol remainsunpublished and is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocoldisclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation andthe unfettered ability to
72、 transfer information to the SEC.On December 15,2022,the PCAOB announced in its 2022 HFCAADetermination Report(the“2022 Determination”)its determination that the PCAOB was able to secure complete access to inspectand investigate accounting firms headquartered in mainland China and Hong Kong,and the
73、PCAOB Board voted to vacateprevious determinations to the contrary.Should the PCAOB again encounter impediments to inspections and investigations inmainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction,including by the CSRC or theMOF,the PCAOB will make d
74、eterminations under the HFCAA as and when appropriate.On December 23,2022 the AcceleratingHolding Foreign Companies Accountable Act(“AHFCAA”)was enacted,which amended the HFCAA by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject
75、 to PCAOB inspections for twoconsecutive years instead of three.On December 29,2022 legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,an identicalprovision to the AHFCAA and amende
76、d the HFCAA by requiring the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three years.As aresult,the time period before an issuers securities may be prohibited from trading or deli
77、sted has been decreased accordingly.However,the HFCAA and related regulations currently do not affect the Company as the Companys auditor is subject toPCAOBs inspections and investigations.See“Risk Factors Risks Relating to Our Search for,Consummation of,or Inability toConsummate,a Business Combinat
78、ion and Post-Business Combination Risks U.S.laws and regulations,including the HoldingForeign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable Act,may restrict or eliminate ourability to complete a business combination with certain companies,particularly those acquisi
79、tion candidates with substantialoperations in China or Hong Kong.”If we acquire a PRC Target Company,we may transfer funds to the PRC Target Company through an increase in the registeredcapital of,or a shareholder loan to,the PRC Target Company.The PRC Target Company may in turn make distributions o
80、r paydividends to us.We may depend on dividends and other distributions on equity paid by our PRC subsidiaries for our cash andfinancing requirements.As of the date of this prospectus,we have not made any dividends or distributions to our shareholders orany U.S.investors and we have not made any cas
81、h transfers as we are a blank check company with no subsidiary.Table of Contents We qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,andtherefore will be subject to reduced reporting requirements.Investing in our securities involves a high degree of
82、 risk.See“Risk Factors”beginning on page 41 for a discussion ofinformation that should be considered in connection with an investment in our securities.Investors will not be entitled toprotections normally afforded to investors in Rule 419 blank check offerings.Neither the SEC nor any state securiti
83、es commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete.Any representation to the contrary is a criminal offense.Price toPublicUnderwritingDiscounts andCommissions(1)(2)ProceedsBeforeExpensesto UsPer Unit$10.00$0.075(1)$9.925 Total$60,000
84、,000$450,000$59,550,000 (1)$0.075 per unit or$450,000 in the aggregate(or$517,500 if the underwriters over-allotment option is exercised in full)ispayable upon the consummation of this offering.See the section of this prospectus entitled“Underwriting”for a description ofcompensation and other items
85、of value payable to the underwriters.(2)In addition,the underwriters will be entitled to a deferred fee of 4.0%of the gross proceeds of the Proposed Public Offering,or$2,400,000(or$2,760,000 if the over-allotment option is exercised in full),which will be paid upon the closing of a BusinessCombinati
86、on solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption inconnection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amountso remaining in the Trust Account.Upon consummation of the offering
87、,$10.05 per unit sold to the public in this offering(whether or not the underwriters over-allotment option has been exercised in full or in part)will be deposited into a United-States-based trust account maintained byContinental Stock Transfer&Trust Company,acting as trustee.Such amount includes the
88、 greater of 4.0%of the gross proceeds ofthe Proposed Public Offering,or$2,400,000(or$2,760,000 if the over-allotment option is exercised in full),or the amountremaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation ofthe initial Busi
89、ness Combination,payable to the underwriters as deferred underwriting discounts and commissions upon theconsummation of the initial Business Combination.Except as described in this prospectus,the funds held in trust will not bereleased until the earlier of the consummation of our initial business co
90、mbination or our redemption of the ordinary shares sold inthis offering upon our failure to consummate a business combination within the required period.Because our Sponsor acquired the founder shares at a nominal price,our public shareholders will incur an immediate andsubstantial dilution upon the
91、 closing of this offering.See the section titled“Risk Factors Risks Relating to our Securities“The value of the founder shares following completion of our initial business combination is likely to be substantially higherthan the nominal price paid for them,even if the trading price of our ordinary s
92、hares at such time is substantially less than$10.05 per public share.”The following table illustrates our net tangible book value per share at the specified redemption levels.See the sections titled“Prospectus Summary Dilution”and“Dilution”for more information.As of November 30,2024 Without Over-All
93、otment Option Exercised Scenario A25%redemptions(1)Scenario B50%redemptions(2)Scenario C75%redemptions(3)Scenario DMaximumredemptions(4)Offering price of$10.00 included in the units(adjusted toinclude the value of the rights)$9.09$9.09$9.09$9.09 Pro forma net tangible book value per share,as adjuste
94、d 5.86 4.81 3.05 (0.49)Dilution to public shareholders$3.23$4.28$6.04$9.58 (1)The numbers set forth in this column assume that 1,500,000 public shares,or 25%,of 6,000,000 public shares are redeemed.(2)The numbers set forth in this column assume that 3,000,000 public shares,or 50%,of 6,000,000 public
95、 shares are redeemed.(3)The numbers set forth in this column assume that 4,500,000 public shares,or 75%,of 6,000,000 public shares are redeemed.(4)The numbers set forth in this column assume that 6,000,000 public shares,or 100%,of 6,000,000 public shares are redeemed.As of November 30,2024 With Over
96、-Allotment Option Exercised Scenario A25%redemptions(1)Scenario B50%redemptions(2)Scenario C75%redemptions(3)Scenario DMaximumredemptions(4)Offering price of$10.00 included in the units(adjusted toinclude the value of the rights)$9.09$9.09$9.09$9.09 Pro forma net tangible book value per share,as adj
97、usted 5.87 4.82 3.05 (0.51)Dilution to public shareholders$3.22$4.27$6.04$9.60 (1)The numbers set forth in this column assume that 1,725,000 public shares,or 25%,of 6,900,000 public shares are redeemed.(2)The numbers set forth in this column assume that 3,450,000 public shares,or 50%,of 6,900,000 pu
98、blic shares are redeemed.(3)The numbers set forth in this column assume that 5,175,000 public shares,or 75%,of 6,900,000 public shares are redeemed.(4)The numbers set forth in this column assume that 6,900,000 public shares,or 100%,of 6,900,000 public shares are redeemed.Our Sponsor and members of o
99、ur management team will directly or indirectly own our securities following this offering,andaccordingly,they may have a conflict of interest in determining whether a particular target business is an appropriate business withwhich to effectuate our initial business combination.Additionally,each of o
100、ur officers and directors presently has,and any of themin the future may have additional,fiduciary,contractual or other obligations or duties to one or more other entities pursuant towhich such officer or director is or will be required to present a business combination opportunity to such entities.
101、See the sectionstitled“Proposed Business Sourcing of Potential Business Combination Targets”and“Management Conflicts ofInterest”for more information.The underwriters are offering the units on a firm commitment basis.SPAC Advisory Partners,acting as the sole book-runningmanager and representative of
102、the underwriters,expects to deliver the units to purchasers on or about,2025.Sole Book-Running Manager SPAC Advisory Partnersa division of Kingswood Capital Partners LLC The date of this prospectus is ,2025 Table of Contents TABLE OF CONTENTS Prospectus Summary 1Cautionary Note Regarding Forward-Loo
103、king Statements 34Summary Risk Factors 35Summary Financial Data 40Risk Factors 41Use of Proceeds 90Dividend Policy 93Dilution 94Capitalization 98Managements Discussion and Analysis of Financial Condition and Results of Operations 99Proposed Business 103Management 116Principal Shareholders 124Certain
104、 Relationships and Related Party Transactions 126Description of Securities 128Income Tax Considerations 142Share Eligible for Future Sale 152Underwriting 154Legal Matters 163Experts 163Where You Can Find Additional Information 163Index to Financial Statements F-1 We are responsible for the informati
105、on contained in this prospectus.We have not,and the underwriters have not,authorized anyoneto provide you with different information,and neither we nor the underwriters take responsibility for any other information othersmay give to you.We are not,and the underwriters are not,making an offer to sell
106、 securities in any jurisdiction where the offer orsale is not permitted.You should not assume that the information contained in this prospectus is accurate as of any date other thanthe date on the front of this prospectus.iTable of Contents PROSPECTUS SUMMARY This summary only highlights the more de
107、tailed information appearing elsewhere in this prospectus.As this is a summary,itdoes not contain all of the information that you should consider in making an investment decision.You should read this entireprospectus carefully,including the information under the section of this prospectus entitled“R
108、isk Factors”and our financialstatements and the related notes included elsewhere in this prospectus,before investing.Unless otherwise stated in thisprospectus or the context otherwise requires,references to:“the 80%test”are to the requirement that our initial business combination be with a target en
109、tity that has an aggregatefair market value of at least 80%of the balance in our trust account(excluding taxes payable on the income earned onthe deposit account)at the time of the agreement to enter into the initial combination;“affiliate”is to companies controlled by or under common control with t
110、he Sponsor,our officers,and/or our officerscontrolled entities;“ordinary shares”are to our ordinary shares,par value$0.0001 per share;“Companies Act”are to the Companies Act(Revised)of the Cayman Islands,as the same may be amended from timeto time;“founder shares”are to the 2,415,000 ordinary shares
111、 initially purchased by our Sponsor in a private placement prior tothis offering(including up to an aggregate of 315,000 ordinary shares subject to forfeiture depending on the extent towhich the underwriters over-allotment option is not exercised in full or in part);“initial business combination”are
112、 to our merger,share exchange,asset acquisition,share purchase,reorganization orsimilar business combination with one or more target businesses or entities that together have a fair market value equalto at least 80%of the balance in our trust account(less any taxes payable on interest earned)at the
113、time of our signing adefinitive agreement for such business combination;“insiders”and“initial shareholders”are to the Sponsor,directors,officers and any holders of our founder shares prior toconsummation of this offering(or their permitted transferees);“management team”are to Ms.Qi Gong and our inde
114、pendent director nominees(Mr.Daniel M.McCabe,Mr.Wei(Victor)Zhang,and Mr.Ping Zhang),collectively;“private placement shares”and“private shares”are to the ordinary shares included in our private units;“private rights”are to the rights included in our private units;“private units”are to the units,each
115、consisting of one ordinary share and one right,that our Sponsor is purchasing in aprivate placement concurrent with the consummation of this offering;“public shares”are to ordinary shares included in the public units that are registered and described herein as a part ofour public offering(whether th
116、ey are purchased in this offering or thereafter in the open market);“public shareholders”are to the holders of our public shares;“public units”are to the 6,000,000 units(or 6,900,000 units if the underwriters over-allotment option is exercised infull)offered to the public investors as described in t
117、he registration statement of which this prospectus forms a part,which are comprised of one ordinary share and one right;“public rights”are to our rights sold as part of the units in this offering(whether they are purchased in this offering orthereafter in the open market);1Table of Contents “Sponsor
118、”is to Blue Jay Investment LLC;“$,”“US$”and“U.S.dollar”each refer to the United States dollar.All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration ofsuch shares as a matter of Cayman Islands law.Any share dividends described
119、in this prospectus will take effect as a sharecapitalization as a matter of Cayman Islands law.Except as specifically provided otherwise,the information in this prospectusassumes that the underwriters will not exercise their over-allotment option.Our Company General We are a newly formed blank check
120、 company incorporated as a Cayman Islands exempted company on November 5,2024 underthe laws of the Cayman Islands with limited liability,formed for the purpose of effecting a merger,share exchange,assetacquisition,share purchase,recapitalization,reorganization or similar business combination with on
121、e or more businesses orentities,which we refer to throughout this prospectus as our initial business combination.Our efforts to identify a prospectivetarget business will not be limited to a particular geographic region or industry.We do not have any specific businesscombination under consideration
122、and we have not(nor has anyone on our behalf),directly or indirectly,contacted anyprospective target business or had any substantive discussions,formal or otherwise,with respect to such a transaction with ourcompany.Our ability to identify and evaluate a target company may be impacted by significant
123、 competition among other SPACsin pursuing a business combination transaction candidate and the significant competition may impact the attractiveness of theacquisition terms that we will be able to negotiate.We will seek to capitalize on the significant contacts and experience of our management team,
124、including Ms.Qi Gong,ourChairwoman,Chief Executive Officer,Chief Financial Officer and director,and Mr.Wei(Victor)Zhang,Mr.Daniel M.McCabe,and Mr.Ping Zhang,each of whom will become a member of our board of directors upon the effectiveness of theregistration statement of which this prospectus forms
125、a part.We believe we can leverage our teams track record to identify andexecute attractive acquisition opportunities.Qi Gong has been serving as our Chief Executive Officer,Chief Financial Officer,Chairwoman and director since our formation.Ms.Gong has enjoyed a diverse career in both China and the
126、United States across various domains.In March 2024,Ms.Gongfounded the American Wall Street Listed Group Inc.,a consulting company,and has been serving as its Chief Executive Officersince such time.In September 2022,Ms.Gong founded American Information Technology Inc.,an information technologyconsult
127、ing company,and has been serving as its Chief Executive Officer since such time.She was also the founder and has beenserving as the Chief Executive Officer for U.S.China Health Products Inc.,a marketing consulting company,sinceDecember 2021.In addition,Ms.Gong founded the U.S.-China Service Inc.,a w
128、ealth management consulting company,inJuly 2018 and has been serving as its Chief Executive Officer since such time.She has been serving as a member of the board ofdirectors of Yotta Acquisition Corporation(Nasdaq:YOTA)(“Yotta”)since April 2024 and Quetta Acquisition Corporation(Nasdaq:QETA)(“Quetta
129、”)since April 2024.Wei(Victor)Zhang will become one of our independent directors upon the effectiveness of the registration statement of whichthis prospectus forms a part.Since December 2024,Mr.Zhang has served as Vice President and Consultant at American WallStreet Listed Group Inc.,a consulting co
130、mpany.From September 2020 to March 2021,Mr.Zhang worked as a consultant forBayWell International Resources Corporation,a global business and gold mining company.In addition,Mr.Zhang has workedas a business developer and loan officer for Trustworthy Mortgage Corp.,a mortgage and real estate company i
131、n WashingtonD.C.since March 2018.From November 2016 to October 2018,Mr.Zhang served as Director of Business Development atXinMeiLe Financial Leasing Co.,Ltd.in China.From September 2012 to March 2017,Mr.Zhang served as Consultant andDirector of International Cooperation at Bright&Right Law Firm in B
132、eijing.Mr.Zhang worked as an interpreter forinternational exhibitions in Germany,while also providing brokerage services for international trade and consultancy servicesfor anti-fraud measures in documentary letter of credit settlements from February 1998 to April 2012.Mr.Zhang is certified bythe Gl
133、obal Association of Risk Professionals as a Financial Risk Manager(FRM).He earned his Bachelors degree in GermanLanguage and Literature from the Foreign Studies University in Beijing in 1997 and his Masters degree in Economics from theUniversity of Bonn in 2008.2Table of Contents Daniel M.McCabe wil
134、l become one of our independent directors upon the effectiveness of the registration statement of whichthis prospectus forms a part.Mr.McCabes legal career began as an assistant clerk of the Superior Court at Stamford from 1974to 1976,and since then he has had his own legal practice,Daniel McCabe LL
135、C,a general practice law firm in Connecticutfounded in 1982.His work includes rendering legal advice to individuals and business entities concerning commercialtransactions,business organizations,and complex litigation.Mr.McCabe is also an Adjunct Professor of Business Law at SacredHeart University.S
136、ince September 1985,he has been serving as the managing partner at 1200 Summer Street Association.Hehas been serving as a member of the board of directors of Yotta since April 2022,Quetta since August 2023,and Black HawkAcquisition Corporation(“Black Hawk”)since March 2024.Mr.McCabe previously was t
137、he Chairman of the Stamford HousingAuthority,Co-chair of the Stamford Reapportionment Committee,Member of the Board of Parole for the State of Connecticut,Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution ControlAuthority.He also served as
138、 Corporation Counsel for the City of Stamford where he held the position of chief legal counsel andadvisor to Mayor Stanley Esposito of the City of Stamford.Ping Zhang will become one of our independent directors upon the effectiveness of the registration statement of which thisprospectus forms a pa
139、rt.Since November 2020,Mr.Zhang has served as the General Manager of Green Leaf Air Freight Inc.,aU.S.-based investment and air freight company.Prior to this role,he founded Shanghai Tongli Advertising Co.,Ltd.,anadvertising company,and served as its General Manager from February 2006 to November 20
140、20.Earlier in his career,fromMarch 1999 to December 2002,Mr.Zhang founded Hunan Silver Fox Advertising Company,an advertising company in China,and served as its General Manager.Notwithstanding the foregoing,the past performance of our management team,or their respective affiliates,is not a guarantee
141、either(i)that we will be able to identify a suitable candidate for our initial business combination and(ii)of success with respectto any business combination we may consummate.You should not rely on the historical record of our management teams ortheir respective affiliates performance as indicative
142、 of our future performance.Further,our officers and directors have no priorexperience consummating a business combination for a“blank check”company.Competitive Advantage Our management team consists of experienced professionals and senior operating executives who bring a unique backgroundand skill s
143、et.We will seek to leverage our management teams proprietary network of relationships with corporate executives,private equity,venture and growth capital funds,investment banking firms,consultants,family offices,and large corporations inorder to source,acquire,and support the operations of the busin
144、ess combination target.We believe our teams experienceinvesting and operating businesses globally will make us a preferred partner and allow us to source high-quality combinationtargets.We believe that we will be able to leverage the following competitive strengths in identifying,structuring,and con
145、summating abusiness combination:An extensive network across several industries in the global markets which include longstanding relationships withexecutives,investors,entrepreneurs,and investment bankers and thus should provide us with access to proprietaryinvestment opportunities and deal flow;Thro
146、ugh their respective careers,our team has extensive experience in identifying,evaluating and executinginvestments in companies at various stages of their life cycle.We believe that the combined and complementaryexpertise of our team will allow us to structure and execute a highly attractive transact
147、ion;Our team has significant transaction experience completing large-scale domestic and cross-border transactions,involving acquirers and targets located across the U.S.and globally,which require industry and local regulatoryknowledge and creativity.3Table of Contents Our Business Strategy and Acqui
148、sition Criteria We intend to focus our efforts on identifying and completing our initial business combination with a company that aligns withour teams experiences,expertise and network of relationships.Our business strategy is expected to be focused on potentialacquisition targets that exhibit compe
149、lling long-term growth potential and highly defensible market positions.We believe thiswill allow us to generate a differentiated pipeline of acquisition opportunities and lead to executing a business combination withan attractive target company more quickly,efficiently,and under better terms than o
150、ur competitors.We have identified the following general criteria and guidelines as we evaluate prospective target companies.Large underpenetrated markets with favorable industry dynamics.We intend to actively look for suitable investmentopportunities with an enterprise value of approximately$180 mil
151、lion-$1 billion.We expect to prioritize targets that arealready benefiting from or capitalizing on trends found within their respective sectors.Strong management team.The strength of the management team is expected to be an important component in ourreview process.We will seek to partner with a visi
152、onary,experienced and professional management team that can drivegrowth,strategic decision making and long-term value creation.Defensible market position with sustainable competitive advantage.We intend to favor targets that have a strongcompetitive advantage or are category leaders in their respect
153、ive verticals.We expect to target companies that havestrong intellectual property,technology,or brand equity within their respective sectors and that can be furthermonetized on a global basis.Benefit from being a public company.We intend to only acquire businesses that would benefit from being publi
154、clytraded in the United States,including access to broader sources of capital and expanded market awareness.Thisimproved access to capital could allow the targets to accelerate growth,pursue new projects,retain and hire employees,and expand into new geographies or businesses.These criteria are not i
155、ntended to be exhaustive.While we intend to use these criteria in evaluating the attractiveness of potentialbusiness combination opportunities,we may ultimately decide to enter into an initial business combination with a target businessthat does not meet these criteria.Any evaluation relating to the
156、 merits of a particular initial business combination may be based,to the extent relevant,on thesegeneral guidelines as well as other considerations,factors,and criteria that our management may deem relevant.PRC Limitation on Overseas Listing and Share Issuances(Post Business Combination)As we do not
157、 have any material operations in China,given that(a)the Chinese Securities Regulatory Commission,or“CSRC,”currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus aresubject to the Regulations on Merger and Acquisition of Domestic En
158、terprises by Foreign Investors(the“M&A Regulations”);and(b)our company is a blank check company newly incorporated in the Cayman Islands rather than in China and currently ourcompany does not own or control any equity interest in any PRC company or operate any business in China,we believe that ourof
159、ficers and directors do not fall under or are not governed by permissions requirements from the CSRC,and we are not requiredto obtain approvals from any PRC government authorities,including the CSRC or the Cyberspace Administration of China(the“CAC”),or any other government entity,to issue our ordin
160、ary shares to foreign investors.4Table of Contents Moreover,we have been closely monitoring regulatory developments in China regarding any necessary approvals from theCSRC or other PRC governmental authorities required for overseas listings,including this offering,and a potential businesscombination
161、 with a target business based in and primarily operating in China.As of the date of this prospectus,we have notreceived any inquiry,notice,warning,sanctions or regulatory objection to this offering from the CSRC or any othergovernmental authorities.However,there remains significant uncertainty as to
162、 the enactment,interpretation and implementationof regulatory requirements related to overseas securities offerings and other capital markets activities.The relevant PRCgovernment agencies could reach a different conclusion and if it is determined in the future that the approval of the CSRC,CACor an
163、y other regulatory authority is required for this offering,we or our post-business combination company may face sanctionsby the CSRC,the CAC or other PRC regulatory agencies.This could occur in the event(i)we do not receive or maintain anyrequired governmental permissions or approvals,(ii)if we inad
164、vertently conclude that such permissions or approvals are notrequired,or(iii)if applicable laws,regulations or interpretations change and we are required to obtain such permissions orapprovals in the future.These regulatory agencies may impose fines and penalties on our operations in China,limit our
165、 ability,the post-combined PRC subsidiarys ability to pay dividends outside of China post business combination,limit our post-combined PRC subsidiarys operations post business combination in China,delay or restrict the repatriation of the proceeds fromthis offering into China or take other actions t
166、hat could have a material adverse effect on our business,financial condition,results of operations and prospects,including but not limited,to revoking business and other licenses,requiring restructure ofownership or operations and requiring discontinuation of any portion of all of the acquired busin
167、ess,and any of the foregoingcan adversely affect the trading price of our securities pre-and post-business combination.The CSRC,the CAC or other PRCregulatory agencies also may take actions requiring us,or making it advisable for us,to halt this offering before settlement anddelivery of our units or
168、 delay our potential business combination.Consequently,if you engage in market trading or otheractivities in anticipation of and prior to settlement and delivery,you do so at the risk that settlement and delivery may not occur.In addition,if in the future the CSRC,the CAC or other regulatory PRC age
169、ncies promulgate new rules requiring that we obtaintheir approvals for this offering or our business combination,we may be unable to obtain a waiver of such approvalrequirements,if and when procedures are established to obtain such a waiver.Any uncertainties and/or negative publicityregarding such a
170、n approval requirement could have a material adverse effect on the trading price of our securities.For moredetailed information,see“Risks Relating to Our Search for,Consummation of,or Inability to Consummate,a BusinessCombination and Post-Business Combination Risks The approval of the China Securiti
171、es Regulatory Commission is notrequired in connection with this offering,however,if required,we cannot predict whether we will be able to obtain suchapproval”and“Our initial business combination may be subject to a variety of PRC laws and other obligations regardingcybersecurity and data protection
172、and we may have to spend additional resources and incur additional time delays to completeany such business combination or be prevented from pursuing certain investment opportunities”.Due to(i)the risks of doing business in the PRC and/or Hong Kong and(ii)our Sponsor and certain of our executive off
173、icersand directors having significant ties to China,we may be a less attractive partner to non-PRC based target companies ascompared to a non-PRC based SPAC,therefore this may make it more difficult for us to complete an initial businesscombination with a target company that is non-PRC based and whi
174、ch may therefore make it more likely for us to consummate abusiness combination with a target company located in the PRC.For more detailed information,see“We are a newly formedblank check company with no operating history and no revenues,and,accordingly,you will not have any basis on which toevaluat
175、e our ability to achieve our business objective.”Due to the significant ties of certain of our executive officers,directorsand Sponsor to the PRC,we may be a less attractive partner to non-PRC based target companies as compared to a non-PRCbased SPAC,therefore this may make it more difficult for us
176、to complete an initial business combination with a target companythat is non-PRC based.”Recent PCAOB Developments The AHFCAA was enacted on December 23,2022.The AHFCAA states that if the SEC determines that an issuer has filed auditreports issued by a registered public accounting firm that has not b
177、een subject to inspection by the PCAOB for two consecutiveyears,the SEC shall prohibit the securities of the issuer from being traded on a national securities exchange or in the over-the-counter trading market in the United States.Our independent registered public accounting firm issued an audit opi
178、nion on the financial statements included in this prospectusfiled with the SEC.As an auditor of companies that are traded publicly in the United States and a firm registered with thePCAOB,our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB.5Table of C
179、ontents Our auditor is headquartered in Kansas City,Missouri,and has been inspected by the PCAOB on a regular basis.Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firmsaudit procedures and quality control procedures,which may be
180、 addressed as part of the inspection process to improve futureaudit quality.In addition,as part of a continued regulatory focus in the United States on access to audit and other information currentlyprotected by national laws,in particular those of China,in June 2019,a bipartisan group of lawmakers
181、introduced bills in bothhouses of Congress that would require the SEC to maintain a list of issuers for which the PCAOB is not able to inspect orinvestigate an auditor report issued by a foreign public accounting firm.The Ensuring Quality Information and Transparency forAbroad-Based Listings on our
182、Exchanges(EQUITABLE)Act prescribes increased disclosure requirements for such issuers and,beginning in 2025,the delisting from national securities exchanges such as Nasdaq of issuers included for three consecutiveyears on the SECs list.On May 20,2020,the U.S.Senate passed S.945,the HFCAA.The HFCAA w
183、as approved by the U.S.House of Representatives on December 2,2020.On December 18,2020,the former U.S.president signed into law the HFCAA.In essence,the HFCAA requires the SEC to prohibit foreign companies from listing securities on U.S.securities exchanges if acompany retains a foreign accounting f
184、irm that cannot be inspected by the PCAOB for three consecutive years,beginning in2021.The enactment of the HFCAA and any additional rulemaking efforts to increase U.S.regulatory access to auditinformation could cause investor uncertainty for affected issuers,and the market price of affected issuers
185、 securities could beadversely affected.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCAA.We will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a
186、process to be subsequently established by the SEC.The SEC is assessing how to implement other requirements ofthe HFCAA,including the listing and trading prohibition requirements described above.Furthermore,on June 22,2021,the U.S.Senate passed the AHFCAA and on December 29,2022,the Consolidated Appr
187、opriations Act was signed into law by PresidentBiden,which contained,among other things,an identical provision to the AHFCAA and amended the HFCAA by requiring theSEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two c
188、onsecutive years instead of three,thus reducing the time before that issuers securities may be prohibitedfrom being trading or be delisted.On September 22,2021,the PCAOB adopted a final rule implementing the HFCAA,whichprovides a framework for the PCAOB to use when determining,as contemplated under
189、the HFCAA,whether the Board is unableto inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a positiontaken by one or more authorities in that jurisdiction.On December 2,2021,the SEC issued amendments to finalize rulesimplementing the sub
190、mission and disclosure requirements in the HFCAA.The rules apply to registrants that the SEC identifiesas having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreignjurisdiction and that PCAOB is unable to inspect or investigate compl
191、etely because of a position taken by an authority in foreignjurisdictions.On December 2,2021,the SEC adopted amendments to finalize rules implementing the submission and disclosure requirementsin the HFCAA.The rules apply to registrants that the SEC identifies as having filed an annual report with a
192、n audit report issuedby a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect orinvestigate completely because of a position taken by an authority in a foreign jurisdiction.On December 16,2021,the PCAOB issued a report on its determinat
193、ions that it is unable to inspect or investigate completelyPCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken bymainland China and Hong Kong authorities in those jurisdictions,and identified the registered public accounting firms inma
194、inland China and Hong Kong that are subject to such determinations.The PCAOB made such designations as mandatedunder the HFCAA.Pursuant to each annual determination by the PCAOB,the SEC will,on an annual basis,identify issuers thathave used non-inspected audit firms and thus are at risk of such susp
195、ensions in the future.The auditor of the Company,CBIZCPAs P.C.,is not among the auditor firms listed on the determination list issued by the PCAOB,which notes all of the auditorfirms that the PCAOB is not able to inspect.Our auditor is not headquartered in China or Hong Kong and was not identified i
196、nthis report as a firm subject to the PCAOBs determination.6Table of Contents On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol with the CSRC and the MOF of thePeoples Republic of China,governing inspections and investigations of audit firms based in mainland China and
197、 Hong Kong.The Protocol remains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet withrespect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and the unfettered a
198、bility to transfer information to the SEC.On December 15,2022,the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to securecomplete access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong,and the PCAOBBoard voted to vacate
199、previous determinations to the contrary,including its December 16,2021 determination.According to the2022 Determination,this determination was reached after the PCAOB had thoroughly tested compliance with every aspect of theProtocol necessary to determine complete access,including on-site inspection
200、s and investigations in a manner fully consistentwith the PCAOBs methodology and approach in the U.S.and globally.According to the 2022 Determination,the PRCAuthorities had fully assisted and cooperated with the PCAOB in carrying out the inspections and investigations according to theProtocol,and ag
201、reed to continue to assist the PCAOBs investigations and inspections in the future.Should the PCAOB againencounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by anyauthority in either jurisdiction,including by the CSRC or the MOF,the P
202、CAOB will make determinations under the HFCAA asand when appropriate.The Holding Foreign Companies Accountable Act and related regulations currently do not affect theCompany as the Companys auditor is subject to PCAOBs inspections and investigations.On December 29,2022,the Consolidated Appropriation
203、s Act was signed into law by President Biden,which contained,amongother things,an identical provision to the AHFCAA and amended the Holding Foreign Companies Accountable Act by requiringthe SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to
204、 PCAOBinspections for two consecutive years instead of three.The HFCAA and AHFCAA would restrict our ability to consummate a business combination with a target business unless thatbusiness met certain standards of the PCAOB,and would require delisting of a company from U.S.national securities exchan
205、gesif the PCAOB is unable to inspect its public accounting firm for three consecutive years.The HFCAA also requires publiccompanies to disclose,among other things,whether they are owned or controlled by a foreign government,specifically,thosebased in China.We may not be able to consummate a business
206、 combination with a favorable target business due to these laws.In the event that we complete a business combination with a company with substantial operations in China or Hong Kong and ifthe PCAOB is not able to fully conduct inspections of or fully investigate our auditors work papers in China or
207、Hong Kong or isnot able to inspect or investigate the work papers of the auditor of a company we may target for an initial business combination,it could cause us to fail to be in compliance with U.S.securities laws and regulations,we could cease to be listed on a U.S.securities exchange,and U.S.trad
208、ing of our shares could be prohibited under the HFCAA.Any of these actions,or uncertaintiesin the market about the possibility of such actions,could adversely affect our prospects to successfully complete a businesscombination with a China or Hong Kong-based company,our access to the U.S.capital mar
209、kets and the price of our shares.Future developments in respect of increase U.S.regulatory access to audit information are uncertain,as the legislativedevelopments are subject to the legislative process and the regulatory developments are subject to the rule-making process andother administrative pr
210、ocedures.7Table of Contents Other developments in U.S.laws and regulatory environment,including but not limited to executive orders such as ExecutiveOrder(E.O.)13959,“Addressing the Threat from Securities Investments That Finance Communist Chinese MilitaryCompanies,”may further restrict our ability
211、to complete a business combination with certain China-based businesses.For more detailed information,see“Risks Relating to Our Search for,Consummation of,or Inability to Consummate,a BusinessCombination and Post-Business Combination Risks U.S.laws and regulations,including the Holding Foreign Compan
212、iesAccountable Act and Accelerating Holding Foreign Companies Accountable Act,may restrict or eliminate our ability tocomplete a business combination with certain companies,particularly those acquisition candidates with substantial operationsin China or Hong Kong”and“Trading in our securities may be
213、 prohibited under the Holding Foreign Companies AccountableAct if the PCAOB determines that it cannot inspect or fully investigate our auditor.In that case,Nasdaq would delist oursecurities.The delisting of our securities,or the threat of their being delisted,may materially and adversely affect the
214、value ofyour investment.Additionally,the inability of the PCAOB to conduct inspections may deprive our investors with the benefits ofsuch inspections.”Acquisition Process In evaluating a prospective target business,we expect to conduct an extensive due diligence review which may encompass,asapplicab
215、le and among other things,meetings with incumbent management and employees,document reviews,interviews ofcustomers and suppliers,inspection of facilities and a review of financial and other information about the target and its industry.We will also utilize our management teams operational and capita
216、l planning experience as a part of our analysis of any potentialtarget.We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor,officers,ordirectors nor making the initial business combination through a joint venture or other form of share
217、d ownership with ourSponsor,officers,or directors.We,or a committee of independent directors,will obtain an opinion from an independentinvestment banking firm or another independent entity that commonly renders valuation opinions that such an initial businesscombination is fair to our company from a
218、 financial point of view.Our Chief Executive Officer and one of our director nominees,Daniel M.McCabe,each have conflicts of interest with respect toevaluating business combination targets because they each have fiduciary and contractual duties to Quetta and Yotta,althoughYotta has executed a defini
219、tive merger agreement for its business combination on August 20,2024,and Quetta has executed adefinitive merger agreement for its business combination on February 14,2025.Additionally,Daniel M.McCabe serves as anindependent director of Black Hawk Acquisition Corporation,which is still searching for
220、a target to consummate its businesscombination and has yet to file for an extension.Black Hawk Acquisition Corporation has until June 20,2025 to complete itsinitial business combination.These conflicts of interests may limit the number of potential targets that our management presentsto us for purpo
221、ses of completing a business combination.Specifically,if they become aware of a business combinationopportunity that falls within the line of business of any entity to which they have then-existing fiduciary or contractualobligations,they may be required to present such business combination opportun
222、ity to such entity prior to presenting suchbusiness combination opportunity to us.For more details about our managements conflict of interests,see“Management-Conflicts of Interest”on page 120 of thisprospectus.Subject to his or her fiduciary duties under Cayman Islands law,none of the members of our
223、 management team whoare also employed by,or directors of,our Sponsor or its affiliates have any obligation to present us with any opportunity for apotential business combination of which they become aware.Our Sponsor and officers,directors,and director nominees are alsonot prohibited from sponsoring
224、,investing or otherwise becoming involved with,any other blank check companies,including inconnection with their initial business combinations,prior to us completing our initial business combination.Our managementteam,in their capacities as directors,officers or employees of our Sponsor or its affil
225、iates or in their other endeavors,maychoose to present potential business combinations to the related entities described above,current or future entities affiliated withor managed by our Sponsor,or third parties,before they present such opportunities to us,subject to his or her fiduciary dutiesunder
226、 Cayman Islands law and any other applicable fiduciary duties.8Table of Contents No members of our management team have any obligation to present us with any opportunity for a potential businesscombination of which they become aware,unless presented to such member specifically in his or her capacity
227、 as an officer or adirector of the company.Members of our management team may be required to present potential business combinations to otherentities to whom they have fiduciary duties before they present such opportunities to us.Any knowledge or presentation of suchopportunities may therefore prese
228、nt conflicts of interest.Initial Business Combination We have 18 months from the consummation of this offering to consummate our initial business combination(such period,assuch period may be extended by shareholder approval to amend our amended and restated memorandum and articles ofassociation,the“
229、Combination Period”).If we anticipate that we may be unable to consummate our initial business combinationwithin such period,we may seek shareholder approval to amend our amended and restated memorandum and articles ofassociation to extend the date by which we must consummate our initial business co
230、mbination.If we seek shareholder approvalfor an extension,our public shareholders will be offered an opportunity to redeem their shares at a per share price,payable incash,equal to the aggregate amount then on deposit in the trust account,including interest(net of taxes payable),divided by thenumber
231、 of then issued and outstanding public shares,subject to applicable laws.There is no limit on the number of extensionsthat we may seek.If we determine not to extend,or fail to obtain shareholder approval to extend,the time period to consummateour initial business combination,and the time to consumma
232、te our initial business combination expires,our Sponsors investmentin our founder shares and our private units will be worthless.If we are unable to consummate our initial business combination within such time period,we will,as promptly as possible butnot more than ten(10)business days thereafter,re
233、deem 100%of our outstanding public shares for a pro rata portion of the fundsheld in the trust account,including a pro rata portion of any interest earned on the funds held in the trust account and notpreviously released to us to pay our taxes(less up to$50,000 of interest to pay liquidation and dis
234、solution expenses),and thenseek to liquidate and dissolve.However,we may not be able to distribute such amounts as a result of claims of creditors whichmay take priority over the claims of our public shareholders.In the event of our liquidation and subsequent dissolution,thepublic and private rights
235、 will expire and will be worthless.Pursuant to Nasdaq listing rules,our initial business combination must occur with one or more target businesses that togetherhave an aggregate fair market value of at least 80%of the assets held in the trust account(excluding taxes payable)at the time ofthe agreeme
236、nt to enter into the initial business combination.We will either(1)seek shareholder approval of our initial business combination at a meeting called for such purpose,at whichshareholders may seek to redeem their shares,regardless of whether they vote for or against,or abstain from voting on,thepropo
237、sed business combination,for their pro rata share of the aggregate amount then on deposit in the trust account(net of taxespayable),or(2)provide our shareholders with the opportunity to sell their shares to us by means of a tender offer(and therebyavoid the need for a shareholder vote)for an amount
238、equal to their pro rata share of the aggregate amount then on deposit in thetrust account(net of taxes payable),in each case subject to the limitations described herein.The decision as to whether we willseek shareholder approval of our proposed business combination or allow shareholders to sell thei
239、r shares to us in a tender offerwill be made by us,solely in our discretion,and will be based on a variety of factors such as the timing of the transaction andwhether the terms of the transaction would otherwise require us to seek shareholder approval.Any tender offer documents usedin connection wit
240、h a business combination will contain substantially the same financial and other information about the initialbusiness combination as is required under the SECs proxy rules.We will consummate our initial business combination only ifwe seek shareholder approval,we obtain the approval of an ordinary r
241、esolution under Cayman Islands law,which requires theaffirmative vote of a majority of the outstanding ordinary shares voted at the meeting so long as the minimum number ofshareholders required for a quorum attend the meeting(whether in person or by proxy).9Table of Contents We anticipate structurin
242、g our initial business combination so that the post-transaction company in which our public shareholdersown shares will own or acquire 100%of the equity interests or assets of the target business or businesses.We may,however,structure our initial business combination such that the post-transaction c
243、ompany owns less than 100%of such interests or assetsof the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,butwe will only complete such business combination if the post-transaction company owns 50%or more of the outstanding vot
244、ingsecurities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as aninvestment company under the Investment Company Act of 1940,as amended,or the Investment Company Act.Even if thepost-transaction company owns 50%or more of the vot
245、ing securities of the target,our shareholders prior to our initial businesscombination may collectively own a minority interest in the post-transaction company,depending on valuations ascribed to thetarget and us in the business combination transaction.For example,we could pursue a transaction in wh
246、ich we issue a substantialnumber of new shares in exchange for all of the outstanding shares of a target.In this case,we would acquire a 100%controllinginterest in the target.However,as a result of the issuance of a substantial number of new shares,our shareholders immediatelyprior to our initial bu
247、siness combination could own less than a majority of our outstanding shares subsequent to our initialbusiness combination.If less than 100%of the equity interests or assets of a target business or businesses are owned or acquiredby the post-transaction company,the portion of such business or busines
248、ses that is owned or acquired is what will be valued forpurposes of the 80%test.If the business combination involves more than one target business,the 80%test will be based on theaggregate value of all of the target businesses and we will treat the target businesses together as the initial business
249、combinationfor purposes of a tender offer or for seeking shareholder approval,as applicable.The net proceeds of this offering released to us from the trust account upon the closing of our initial business combination maybe used as consideration to pay the sellers of a target business with which we c
250、omplete our initial business combination.If ourinitial business combination is paid for using equity or debt securities,or not all of the funds released from the trust account areused for payment of the consideration in connection with our initial business combination or used for redemption of our p
251、ublicshares,we may use the balance of the cash released to us from the trust account following the closing for general corporatepurposes,including for maintenance or expansion of operations of the post-transaction businesses,the payment of principal orinterest due on indebtedness incurred in complet
252、ing our initial business combination,to fund the purchase of other companies orfor working capital.In addition,we may need to raise additional financing in connection with the closing of our initial businesscombination to be used following the closing for general corporate purposes as described abov
253、e.There is no limitation on ourability to raise funds through the issuance of equity or equity-linked securities or through loans,advances or other indebtednessin connection with our initial business combination.Subject to compliance with applicable securities laws,we would onlycomplete such financi
254、ng simultaneously with the completion of our initial business combination.We have granted SAP a right offirst refusal under certain circumstances for a period commencing from the consummation of this offering until the earlier of(i)10 months after the consummation of our initial business combination
255、(or the liquidation of the trust account in the event that wefail to consummate our initial business combination within the prescribed time period)or(ii)36 months after the consummationof this offering in accordance with FINRA Rule 5110(g)(6)(A)to act as lead financial advisor,capital markets adviso
256、r,underwriter and/or private placement agent in connection with any initial business combination or in connection with anyfinancing that occurs between the closing of the IPO and the date that is the earlier of(i)10 months after the closing of the initialbusiness combination or(ii)36 months after th
257、e consummation of this offering.We are otherwise not a party to any arrangementor understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.None of our Sponsor,officers,directors or shareholders is required to provide any financing to
258、 us in connection with or after ourinitial business combination.We may also obtain financing prior to the closing of our initial business combination to fund ourworking capital needs and transaction costs in connection with our search for and completion of our initial business combination.Our Memora
259、ndum and Articles of Association will provide that,following this offering and prior to the consummation of ourinitial business combination,we will be prohibited from issuing additional securities that would entitle the holders thereof to(i)receive funds from the trust account or(ii)vote on any matt
260、er.We acknowledge that additional financing may be required tofund working capital needs or transaction costs.Such financing could impact unaffiliated security holders in several ways.Forinstance,if equity or convertible securities are issued,it may dilute the ownership interests of unaffiliated sec
261、urity holders,reducing proportional voting power and economic interest.The issuance of additional securities could also adversely affect themarket price of our securities,particularly if the terms are unfavorable.If debt financing is incurred,the resulting financialobligations could limit operationa
262、l flexibility and negatively impact the value of existing securities.Additionally,financingthrough new securities may alter the security holder base and impact control dynamics.As of the date of this prospectus,although we do not intend to seek additional financing at this time,if needed at some poi
263、nt in the future,we will carefullyevaluate financing options.10Table of Contents Corporate Information Our principal office is located at 1185 Avenue of the Americas,Suite 304,New York,NY 10036,and our telephone number is(212)612-1400.We are an“emerging growth company,”as defined in Section 2(a)of t
264、he Securities Act of 1933,as amended,or the SecuritiesAct,as modified by the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.As such,we are eligible to takeadvantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not“emerg
265、ing growth companies”including,but not limited to,not being required to comply with the auditor attestationrequirements of Section 404 of the Sarbanes-Oxley Act of 2002,or the Sarbanes-Oxley Act,reduced disclosure obligationsregarding executive compensation in our periodic reports and proxy statemen
266、ts,and exemptions from the requirements ofholding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments notpreviously approved.If some investors find our securities less attractive as a result,there may be a less active trading market forour
267、securities and the prices of our securities may be more volatile.Section 107 of the JOBS Act also provides that an“emerging growth company”can take advantage of the extended transitionperiod provided in Section 7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards.In
268、 otherwords,an“emerging growth company”can delay the adoption of certain accounting standards until those standards wouldotherwise apply to private companies.We intend to take advantage of the benefits of this extended transition period.We will remain an emerging growth company until the earlier of(
269、1)the last day of the fiscal year(a)following the fifthanniversary of the completion of this offering,(b)in which we have total annual gross revenue of at least$1.235 billion,or(c)inwhich we are deemed to be a large accelerated filer,which means the market value of our ordinary shares that is held b
270、y non-affiliates exceeds$700 million as of the end of that years second fiscal quarter,and(2)the date on which we have issued morethan$1.0 billion in non-convertible debt securities during the prior three-year period.References herein to“emerging growthcompany”shall have the meaning associated with
271、it in the JOBS Act.Additionally,we are a“smaller reporting company”as defined in Rule 10(f)(1)of Regulation S-K.Smaller reporting companiesmay take advantage of certain reduced disclosure obligations,including,among other things,providing only two years ofaudited financial statements.We will remain
272、a smaller reporting company until the last day of the fiscal year in which(1)themarket value of our ordinary shares held by non-affiliates exceeds$250 million as of the end of that years second fiscal quarter,or(2)our annual revenues exceed$100 million during such completed fiscal year and the marke
273、t value of our ordinary sharesheld by non-affiliates exceeds$700 million as of the end of that years second fiscal quarter.Private Placement On November 5,2024,our Sponsor acquired an aggregate of 1,725,000 founder shares for an aggregate purchase price of$25,000.On February 12,2025,the Company and
274、the Sponsor entered into the First Amendment to the Subscription Agreement,pursuant to which the purchased amount of shares was adjusted to 2,415,000 ordinary shares,$0.0104 per ordinary share.Thesefounder shares include an aggregate of up to 315,000 founder shares that are subject to forfeiture to
275、the extent that theunderwriters over-allotment option is not exercised in full or in part,so that the founder shares will represent 35%of our issuedand outstanding shares after this offering(excluding the private shares).Sponsor Information Our Sponsor is a Delaware limited liability company,which w
276、as formed to invest in us.Although our Sponsor is permitted toundertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law,our Sponsorsbusiness is focused on investing in us.Qi Gong our Chairwoman,Chief Executive Officer,Chief Financial Officer,and Dir
277、ectorowns 100%of the interest of our Sponsor.No other party has any material indirect interest in our Sponsor.The following table sets forth the payments to be received by our Sponsor and its affiliates from us prior to or in connection withthe completion of our initial business combination and the
278、securities issued and to be issued by us to our Sponsor or its affiliates:11Table of Contents Amount of Compensation to beReceived or Securities Issued or to be Issued Consideration Paid or to be Paid2,415,000 ordinary shares(1)$25,000245,000 private units to be purchase simultaneously with theclosi
279、ng of this offering(or up to 256,250 private units if theunderwriters over-allotment option is exercised in full)$2,450,000(or up to$2,562,500 if the underwriters over-allotment option is exercised in full)Up to$500,000 Loan of the same amount to pay for expenses of this offering$15,000 per month Of
280、fice space and administrative services with the considerationpayable at the completion of service.Payments will cease uponthe earlier of the consummation of the initial businesscombination or the liquidation of the Company.Repayment of working capital loans which may be made byour Sponsor,officers,d
281、irectors or their affiliates to financetransaction costs in connection with an initial businesscombination(1)through a portion of the funds not held in thetrust account,and only to the extent available,if the initialbusiness combination does not close,or(2)uponconsummation of our initial business co
282、mbination,withoutinterest,or,at the holders discretion,up to$1,500,000 may beconverted into private units at a price of$10.00 per unit.Working capital loans to finance transaction costs inconnection with an initial business combination to be made bySponsor,officers,directors or their affiliatesReimb
283、ursement for any out-of-pocket expenses related toidentifying,investigating and completing an initial businesscombination.Services in connection with identifying,investigating andcompleting an initial business combination (1)Including an aggregate of up to 315,000 founder shares that are subject to
284、forfeiture by our sponsor to the extent that theunderwriters over-allotment is not exercised in full or in part,so that the so that the founder shares will represent 35%ofour issued and outstanding shares after this offering(excluding the private shares).Immediately after this offering,there will be
285、 491,655,000 authorized but unissued ordinary shares(assuming no exercise of theunderwriters over-allotment option),which amount does not take into account the ordinary shares reserved for issuance uponexercise of any outstanding rights.We may issue a substantial number of additional ordinary shares
286、 to complete our initialbusiness combination(including pursuant to a specified future issuance)or under an employee incentive plan after completion ofour initial business combination(although our Memorandum and Articles of Association will provide that we may not issuesecurities that can vote with h
287、olders of ordinary shares on matters related to our pre-initial business combination activity,on anyamendment to certain provisions of our Memorandum and Articles of Association or on our initial business combination).Theissuance of additional ordinary shares may(i)significantly dilute the equity in
288、terest of investors in this offering,(ii)cause achange of control if a substantial number of ordinary shares are issued,which may affect,among other things,our ability to useour net operating loss carry forwards,if any,and could result in the resignation or removal of our present officers,directors,
289、anddirector nominees;and,(iii)adversely effect prevailing market prices of our units,ordinary shares and/or rights.Because our Sponsor acquired the founder shares at a nominal price,our public shareholders will incur immediate andsubstantial dilution upon the closing of this offering.See the section
290、 titled“Risk Factors Risks Relating to our Securities The value of the founder shares following completion of our initial business combination is likely to be substantiallyhigher than the nominal price paid for them,even if the trading price of our public shares at such time is substantiallyless tha
291、n$10.05 per share.”Additionally,our Sponsor has agreed to loan us up to$500,000 to be used for a portion of theexpenses of this offering,which amount will be repaid upon closing of this offering.We will also reimburse our Sponsor$15,000 per month for office space and administrative services made ava
292、ilable to us,each as described elsewhere in thisprospectus.12Table of Contents Pursuant to a letter agreement to be entered with us,each of our Sponsor,director nominees and officers has agreed torestrictions on the ability to transfer,assign,or sell the founder shares and private units owned by the
293、m,if any,as summarized inthe table below:Subject Shares Persons Subjectto Restrictions Expiration Date Exceptions to TransferRestrictionsFounder Shares Sponsor,director nominees,officers and transferees The founder shares are subjectto transfer restrictionspursuant to lock-up provisionsin a letter a
294、greement with us tobe entered into by ourSponsor,officers anddirectors.The earlier of(a)180 days after the completionof our initial businesscombination or(b)subsequentto our initial businesscombination,the date onwhich we complete aliquidation,merger,shareexchange,reorganization orother similar tran
295、saction thatresults in all of ourshareholders having the rightto exchange their ordinaryshares for cash,securities orother property Transfers permitted(a)to ourofficers,directors,advisors orconsultants,any affiliate orfamily member of any of ouror the underwriters officers,directors,advisors orconsu
296、ltants,any members orpartners of the sponsor or theiraffiliates and funds andaccounts advised by suchmembers or partners,anyaffiliates of the sponsor,or anyemployees of such affiliates,(b)in the case of anindividual,as a gift to suchpersons immediate family orto a trust,the beneficiary ofwhich is a
297、member of suchpersons immediate family,anaffiliate of such person or to acharitable organization;(c)inthe case of an individual,byvirtue of laws of descent anddistribution upon death ofsuch person;(d)in the case ofan individual,pursuant to aqualified domestic relationsorder;13Table of Contents Subje
298、ct Shares Persons Subjectto Restrictions Expiration Date Exceptions to TransferRestrictions (e)by private sales or transfersmade in connection with anyforward purchase agreementor similar arrangement,inconnection with an extensionof the completion window orin connection with theconsummation of a bus
299、inesscombination at prices nogreater than the price at whichthe shares or warrants wereoriginally purchased;(f)prorata distributions from oursponsor or the underwriters totheir respective members,partners or shareholderspursuant to our sponsorslimited liability companyagreement or other charterdocum
300、ents;(g)by virtue ofthe laws of the CaymanIslands or our sponsorslimited liability companyagreement upon dissolution ofour sponsor or upondissolution of any of theunderwriters,(h)in the eventof our liquidation prior to ourconsummation of our initialbusiness combination;(i)to anominee or custodian of
301、 aperson or entity to whom atransfer would be permissibleunder clauses(a)through(g);or(j)to us for cancellation;provided,however,that in thecase of clauses(a)through(g)and clause(i)these permittedtransferees must enter into awritten agreement agreeing tobe bound by these transferrestrictions and the
302、 otherrestrictions contained in theletter agreements.Private units Sponsor,directors,officersand transferees 30 days after the completionof our initial businesscombination Same as above In addition,in order to facilitate our initial business combination(including in connection with a related PIPE fi
303、nancing)or forany other reason determined by our Sponsor in its sole discretion,our Sponsor may surrender or forfeit,transfer or exchange ourfounder shares,private placement shares or any of our other securities,including for no consideration,as well as subject anysuch securities to earn-outs or oth
304、er restrictions,or otherwise amend the terms of any such securities or enter into any otherarrangements with respect to any such securities.14Table of Contents THE OFFERING In making your decision as to whether to invest in our securities,you should take into account not only the backgrounds of them
305、embers of our management team,but also the special risks we face as a blank check company and the fact that this offering isnot being conducted in compliance with Rule 419 as promulgated under the Securities Act.You therefore will not be entitled toprotections normally afforded to investors in Rule
306、419 blank check offerings.You should carefully consider these and the otherrisks set forth in the section below entitled“Risk Factors”beginning on page 41 of this prospectus.Securities offered 6,000,000 units at$10.00 per unit,each unit consisting of:One ordinary share,and One right to receive one-t
307、enth(1/10)of one ordinary share upon theconsummation of an initial business combination.Proposed Nasdaq symbols We anticipate that the public units,the public shares,and the public rights,once theybegin separate trading,will be listed on the Nasdaq under the symbols,public units:QSEAU;public shares:
308、QSEA;public rights:QSEAR.Trading commencement andseparation of public sharesand public rights Each of the public shares and public rights may trade separately on the 52nd day after thedate of this prospectus unless SAP determines that an earlier date is acceptable(basedupon,among other things,its as
309、sessment of the relative strengths of the securities marketsand small capitalization companies in general,and the trading pattern of,and demand for,our securities in particular).In no event will SAP allow separate trading of the publicshares and public rights prior to our filing of an audited balanc
310、e sheet with the SEC whichevidences our receipt of the gross proceeds from this offering.We will also include in theForm 8-K,or amendment thereto,or in a subsequent Form 8-K,information indicating ifSAP has allowed separate trading of the public shares and public rights prior to the 52ndday after th
311、e date of this prospectus.Once the public shares and public rights commence separate trading,holders will have theoption to continue to hold units or separate their units into their component pieces.Holders will need to have their brokers contact our transfer agent in order to separate thepublic uni
312、ts into separately traded public shares and public rights.We will file a current report on Form 8-K with the SEC,including an audited balancesheet,promptly upon the consummation of this offering,which is anticipated to take placetwo business days from the date the units commence trading.The audited
313、balance sheetwill reflect our receipt of the proceeds from the exercise of the over-allotment option ifthe over-allotment option is exercised on the date of this prospectus.If the over-allotmentoption is exercised after the date of this prospectus,we will file an amendment to theCurrent Report on Fo
314、rm 8-K or a new Current Report on Form 8-K to provide newfinancial information to reflect the exercise of the over-allotment option.We will alsoinclude in the Current Report on Form 8-K,or amendment thereto,or in a subsequentcurrent report on Form 8-K,information indicating if SAP has allowed separa
315、te trading ofthe public shares and public rights prior to the 52nd day after the date of this prospectus.15Table of Contents Units:Number outstanding before thisoffering 0 Number outstanding after thisoffering and privateplacement 6,245,000(1)Ordinary shares:Number outstanding before thisoffering 2,
316、415,000 ordinary shares(2)Number outstanding after thisoffering and privateplacement offering 8,345,000 ordinary shares(3)Rights:Number of Rights outstandingbefore this offering 0 Number of Rights outstandingafter this offering and privateplacement 6,245,000(3)Terms of Rights:Except in cases where w
317、e are not the surviving company in an initial businesscombination,each right shall automatically convert into one-tenth of one ordinary shareupon consummation of our initial business combination.In the event we will not be thesurviving company upon completion of our initial business combination,each
318、 holder of aright will be required to affirmatively convert his,her or its rights in order to receive theone-tenth(1/10)of an ordinary share of the new entity underlying each right uponconsummation of the initial business combination.We will not issue fractional shares inconnection with an exchange
319、of rights.Fractional shares will either be rounded down tothe nearest whole share or otherwise addressed in accordance with Cayman Islands law.As a result,you must hold rights in multiples of ten in order to receive shares for all ofyour rights upon closing of an initial business combination.If we a
320、re unable to completean initial business combination within the required time period,and we redeem the publicshares for the funds held in the trust account,holders of rights will not receive any of suchfunds for their rights and the rights will expire worthless.(1)This assumes no exercise of the und
321、erwriters over-allotment option.(2)Represents 2,415,000 founder shares(including up to an aggregate of 315,000 ordinary shares subject to forfeituredepending on the extent to which the underwriters over-allotment option is not exercised in full or in part).(3)The numbers assume that the underwriters
322、 over-allotment has not been exercised and an aggregate of 315,000 ordinaryshares held by our Sponsor have been forfeited.16Table of Contents Founder shares On November 5,2024,the Company and the Sponsor entered into a SecuritiesSubscription Agreement,pursuant to which our Sponsor purchased 1,725,00
323、0 ordinaryshares,for an aggregate purchase price of$25,000,or approximately$0.0145 per ordinaryshare(or$0.0167 in the case of the forfeiture of 225,000 shares if the over-allotmentoption is not exercised).On February 12,2025,the Company and the Sponsor enteredinto the First Amendment to the Subscrip
324、tion Agreement,pursuant to which the purchasedamount of shares was adjusted to 2,415,000 ordinary shares,$0.0104 per ordinary share.The per ordinary share purchase price of the founder shares was determined by dividingthe amount of cash contributed to the company by the aggregate number of founder s
325、haresissued.Prior to the initial investment in the company of$25,000 by our Sponsor,thecompany had no assets,tangible or intangible.The number of founder shares issued wasdetermined based on the expectation that the founder shares owned by the Sponsor wouldrepresent approximately 35%of the outstandi
326、ng shares after this offering(excluding theprivate units to be acquired by the Sponsor and any public units acquired by the Sponsorin this offering).None of our Sponsor,officers,nor directors have expressed an intentionto purchase any public units in this public offering.We will effect a stock divid
327、end orshare contribution prior to this offering should the size of the offering change,in order tomaintain such ownership percentage.our Sponsor,officers and directors have entered into a letter agreement with us,pursuant to which they have agreed to(i)waive their redemption rights withrespect to an
328、y founder shares and public shares they hold in connection with thecompletion of our initial business combination,(ii)waive their redemption rightswith respect to any founder shares and public shares they hold in connection witha shareholder vote to approve an amendment to our Memorandum and Article
329、sof Association(A)to modify the substance or timing of the ability of holders ofour public shares to seek redemption in connection with our initial businesscombination or our obligation to redeem 100%of our public shares if we do notcomplete our initial business combination within the Combination Pe
330、riod or(B)with respect to any other provision relating to shareholders rights or pre-initialbusiness combination activity and(iii)waive their rights to liquidatingdistributions from the trust account with respect to any founder shares they holdif we fail to complete our initial business combination
331、within the CombinationPeriod,although they will be entitled to liquidating distributions from the trustaccount with respect to any public shares they hold if we fail to complete ourinitial business combination within the prescribed time frame.Permittedtransferees of the founder shares held by our Sp
332、onsor,officers,directors,anddirector nominees would be subject to the same restrictions;and the founder shares are entitled to registration rights.Transfer restrictions on foundershares Our Sponsor and initial shareholders have agreed not to transfer,assign,or sell any of thefounder shares(except to
333、 certain permitted transferees)until the 180th day following theconsummation of an initial business combination or earlier if,subsequent to our initialbusiness combination,we complete a liquidation,merger,stock exchange or other similartransaction which results in all of our shareholders having the right to exchange theirordinary shares for cash,securities,or other property.Private units Our Spons
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