UCSB Acquisition Corp.

What the company does

The company is a British Virgin Islands business company with limited liability. It has 12 months from the closing of the offering to consummate its initial business combination.

Use of proceeds

The funds held in the trust account may, but need not, be used to pay expenses relating to completing the initial business combination. Net proceeds not held in trust will fund D&O insurance; legal, accounting, due diligence, travel and other expenses connected with a business combination; SEC reporting obligations; and working capital.

Underwriters

Extracted from S-1 0001213900-26-114455, filed Oct 30, 2026 and verified against that filing text.

Key risk factors

• Redemption rights

  “The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure*.””

• Incomplete business combination

  “If we are unable to complete our initial business combination within the time period described in this prospectus, unless we extend such period pursuant to our amended and restated memorandum and articles of association, we will distribute the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company (net of taxes payable and up to $100,000 of interest to pay liquidation expenses), pro rata to our public shareholders, by redeeming 100% of the public shares at a per-share price, payable in cash, as described in this prospectus and thereafter cease all operations except for the purpose of winding up of our affairs, as further described herein.”

• Significant dilution

  “Because our sponsor paid nominal consideration of $25,000 in the aggregate, or approximately $0.0145 per share for the 1,725,000 founder shares (and in connection with this offering, the sponsor will transfer an aggregate amount of 50,000 founder shares to our Chief Executive Officers, Chief Financial Officer and independent director nominees, and assuming the underwriters’ over-allotment option is exercised in full), upon the closing of this offering, your public shares will be significantly diluted.”

• Loan conversion dilution

  “The conversion of any working capital loans or extension loans into working capital units or extension units may result in significant dilution to your public shares.””

• Additional share dilution

  “We may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.”