Calm Seas Acquisition Corp.

What the company does

Calm Seas Acquisition Corp. is a special purpose acquisition company incorporated as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination.

Use of proceeds

We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table, with $201,000,000 (or $231,150,000 if the underwriters' over-allotment option is exercised in full) to be deposited into a trust account and approximately $1,200,000 of net proceeds not held in the trust account to be used for legal, accounting, due diligence, travel and other expenses in connection with any business combination, legal and accounting fees related to regulatory reporting obligations, NYSE and other regulatory fees, and consulting, travel and miscellaneous expenses incurred during the search for an initial business combination.

Underwriters

Extracted from S-1/A 0001193125-26-417752, filed Oct 8, 2026 and verified against that filing text.

Key risk factors

• Public shareholder redemption risk

  “The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of the deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us”

• Dilution from additional share issuances

  “We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks”

• Immediate dilution from founder share purchase price

  “Our initial shareholders paid an aggregate of $25,000, or approximately $0.002 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares”

• Issuance of shares at below-market prices

  “We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could materially dilute the interests of our existing shareholders and add costs.”