Catalyst Acquisition Corp. Listed SPAC Primary

What the company does

Catalyst Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It has not selected any business combination target and has not initiated any substantive discussions with any business combination target. While it may pursue an initial business combination in any business or industry, it intends to focus its efforts on opportunities in traditional and digital media sectors, including video game companies, mobile gaming, publishers, studios, and media platforms, leveraging the multi-decade operating expertise, financing expertise, and longstanding relationships of its management team.

Use of proceeds

Of the proceeds from the offering and the sale of the private placement units, $200.0 million ($230.0 million if the underwriter's over-allotment option is exercised in full), at $10.00 per unit in either case, will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The proceeds will not be released until the earliest of (i) the completion of the initial business combination, (ii) the redemption of public shares if an initial business combination is not completed within the completion window, or (iii) the redemption of public shares properly submitted in connection with a shareholder vote on specified amendments to the company's amended and restated memorandum and articles of association.

Underwriters

Extracted from 424B4 0001213900-26-081980, filed Jul 28, 2026 and verified against that filing text.

Key risk factors

• Immediate and substantial dilution to public shareholders

  “Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the rights included in the units.”

• Material dilution from founder share conversion and related loans

  “Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares, and any private placement shares of the post-business combination entity issuable in connection with the conversion of up to $1,500,000 of loans from our sponsor, members of our management team or their affiliates or other third parties, at a price of $10.00 per unit, may result in material dilution to our public shareholders.”

• Anti-dilution provisions may increase dilution

  “Such dilution could materially increase to the extent that the anti-dilution provision of the founder shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination to maintain the number of founder shares at 20%.”

• Sponsor and management team conflicts of interest

  “Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.”

• Officer and director fiduciary duties to other entities

  “Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.”

• No investor protections of Rule 419 blank check offerings

  “Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.”

• Creditor claims on trust account proceeds

  “The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.”

• Potential material impact from sponsor non-managing member purchases

  “If a majority of the units sold in this offering are purchased by the sponsor non-managing member then it may have a material impact on other public shareholders given the potential conflict of interest for the sponsor non-managing member.”