Black Hawk Acquisition Corp S-1/A, filed Feb 26, 2024

Black Hawk Acquisition Corp (BKHA)

S-1/A 2024-02-26

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Added on October 17, 2026

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Cayman Islands		6770		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Price to Public		Underwriting Discounts			Proceeds Before Expenses to Us
Per Unit	$	10.00	$	0.45	⁽¹⁾	$	9.55
Total	$	60,000,000	$	2,700,000		$	57,300,000

Prospectus Summary		1
Cautionary Note Regarding Forward-Looking Statements		30
Summary Risk Factors		31
Summary Financial Data		33
Risk Factors		34
Use of Proceeds		77
Dividend Policy		80
Dilution		81
Capitalization		83
Management’s Discussion and Analysis of Financial Condition and Results of Operations		84
Proposed Business		88
Management		101
Principal Shareholders		109
Certain Relationships and Related Party Transactions		111
Description of Securities		113
Income Tax Considerations		128
Share Eligible for Future Sale		138
Underwriting		140
Legal Matters		151
Experts		151
Where You Can Find Additional Information		151
Index to Financial Statements		F-1

	●	“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

	●	“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

	●	“Sponsor” is to Black Hawk Management LLC;

	●	“working capital loan” are to certain loans to be extended by our initial shareholders, officers and directors or their affiliates in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient. Our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the relevant insider’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 50,000 Class A ordinary shares and 5,000 rights if $500,000 of notes were so converted). If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available;

	●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

Securities offered	6,000,000 units at $10.00 per unit, each unit consisting of:

		●	one Class A ordinary share, and

		●	one-fifth (1/5) of one right.

		●	Each right entitles the holder thereof to receive one Class A ordinary share upon consummation of our initial business combination.

Proposed Nasdaq symbols	We anticipate that the units, the Class A ordinary shares, and the rights, once they begin separate trading, will be listed on the Nasdaq under the symbols,

		●	units: BKHAU;

		●	Class A ordinary shares: BKHA; and

		●	rights: BKHAR.

Trading commencement and separation of Class A ordinary shares and rights	Each of the Class A ordinary shares and rights may trade separately on the 52^ndday after the date of this prospectus unless EF Hutton determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will EF Hutton allow separate trading of the Class A ordinary shares and rights prior to our filing of an audited balance sheet with the SEC which evidences our receipt of the gross proceeds from this offering. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if EF Hutton has allowed separate trading of the Class A ordinary shares and rights prior to the 52^ndday after the date of this prospectus.

	Once the Class A ordinary shares and rights commence separate trading, holders will have the option 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 the units into separately traded Class A ordinary shares and rights. No fractional shares will be issued upon separation of the units and only whole shares will trade.

Units:

Number outstanding before this offering		0

Number to be sold in this offering		6,000,000

Number to be sold in the private placement		222,000⁽¹⁾

Number outstanding after this offering		6,222,000⁽¹⁾

Ordinary shares:

Number outstanding before this offering		1,725,000 Class B ordinary shares⁽²⁾

Number outstanding after this offering and private placement offering		7,782,000 ordinary shares⁽³⁾

Rights:

Number of Rights outstanding before this offering		0

Number of Rights to be sold in this offering		1,200,000⁽⁴⁾

Number of Rights to be sold in the private placement as part of the private placement units		44,400⁽⁴⁾

Number of Rights outstanding after this offering		1,244,400⁽⁴⁾

(1)	This assumes no exercise of the underwriter’s over-allotment option and thus the sale of 6,000,000 public units and 222,000 private units. The underwriter may exercise its over-allotment option partially or in full, which may lead to the sales of a maximum aggregate amount of 6,900,000 public units and 235,500 private units. Each unit consists of one share of Class A ordinary shares and one-fifth (1/5) of one right.
(2)	Includes up to an aggregate of 225,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full or in part.
(3)	Comprised of 1,500,000 Class B ordinary shares and 6,000,000 Class A ordinary shares, 60,000 Class A representative’s shares, and 222,000 shares of Class A ordinary shares underlying the private placement units. The numbers assume that the underwriters’ over-allotment has not been exercised and an aggregate of 225,000 Class B ordinary shares held by our Sponsor have been forfeited. If the over-allotment option is exercised in full, there will be a total of 8,929,500 ordinary shares issued and outstanding.
(4)	This assumes that the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be a total of 1,427,100 rights issued and outstanding, including an aggregate of 47,100 rights underlying the private units.

Terms of Rights:	Upon consummation of our initial business combination, each holder of one (1) public right may redeem one-fifth (1/5) of one Class A ordinary share. We will not issue fractional shares in connection with an exchange of rights. If we are unable to complete an initial business combination within the required time period, and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Founder shares	On October 16, 2023, the Company and the Sponsor entered into a Securities Subscription Agreement, pursuant to which our Sponsor purchased 17,250,000 shares of common stock, $0.0001 per share, for an aggregate purchase price of $25,000, or approximately $0.0145 per ordinary share (or $0.0167 in the case of the forfeiture of 225,000 shares if the over-allotment option is not exercised). On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock converted to 1,725,000 Class B ordinary shares. The per Class B ordinary share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. Prior to the initial investment in the company of $25,000 by our Sponsor, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that the founder shares would represent approximately 20% of the outstanding shares after this offering (not including the shares to be issued to the underwriter upon the consummation of this offering or the shares underlying the private placement units). None of our Sponsor, officers, nor directors have expressed an intention to purchase any units in this public offering. We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage.

	The founder shares are subject to certain transfer restrictions, as described in more detail below, although we will grant registration rights to the founders for those shares by way of the registration rights agreement to be entered into on or prior to the consummation of this offering.

	Our Sponsor, officers, and directors will have entered into a letter agreement with us, pursuant to which they agree (i) to waive their redemption rights with respect to their founder shares and private placement shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 15 months from the consummation of this offering (or up to 18 months or 21 months, as applicable) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our Sponsor has agreed, pursuant to such letter agreement, to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination, if permitted by law or regulation.

	The founder shares are identical to our Class A ordinary shares included in the units being sold in this offering, except that:

		●	the founder shares can convert into Class A ordinary shares at any time at the option of its holder or automatically on the day of the closing of a business combination, on a 1:1 basis, subject to adjustments as set out in the Post-offering Memorandum and Articles, whereas Class A ordinary shares are not convertible into Class B ordinary shares;

			●	prior to the closing of the business combination, a director of the Company may be appointed by a majority of the holders of the founder shares and a director of the Company may be removed by a majority of the holders of the founder shares, whereas holders of the Class A ordinary shares shall have no right to vote on the appointment or removal of any director of the Company prior to the closing of the business combination;

			●	the founder shares are subject to certain transfer restrictions, as described in more detail below;

			●	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 with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a shareholder vote to approve an amendment to our Post-offering Memorandum and Articles (A) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Permitted transferees of the founder shares held by our Sponsor, officers and directors would be subject to the same restrictions;

			●	pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination, if permitted by law or regulation. If we submit our initial business combination to our public shareholders for a vote, so long as the minimum number of shareholders required for a quorum attend the meeting (whether in person or by proxy), such that meeting is quorate, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the initial business combination. Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction (subject to the limitation described in the preceding paragraph); and

			●	the founder shares are entitled to registration rights.


Transfer restrictions on founder shares		Our Sponsor and initial shareholders have agreed not to transfer, assign, or sell any of the founder shares (except to certain permitted transferees) until the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our Class A ordinary shares equals or exceeds $12.00 per Class A ordinary share for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier in each case if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities, or other property.

Founder shares conversion and anti-dilution rights		The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares upon completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which founder shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then outstanding) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of this offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding the private shares underlying the private units, any shares underlying units issued upon conversion of working capital loans and any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.

Appointment of directors; voting rights		Prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors. These provisions of our Post-offering Memorandum and Articles may only be amended by a special resolution passed by holders representing at least 75% of our outstanding Class B ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

Private placement units		Our Sponsor has committed, pursuant to that certain written agreement, to purchase an aggregate of 222,000 private placement units (or, if the over-allotment option is exercised in full, 235,500 private placement units) at a price of $10.00 per unit in a private placement that will occur simultaneously with the consummation of this offering. A portion of the proceeds derived from the sale of the private units will be added to the proceeds from this offering, which together will be held in the trust account such that, upon the consummation of this offering, $60.30 million (or approximately $69.35 million if the underwriter exercises its over-allotment option in full) will be held in the trust account. Each of the private units sold by way of private placement will be identical to the publicly offered units described in this prospectus, except that, pursuant to that certain letter agreement, the purchasers of the founder shares and the private units have agreed to waive their redemption rights with respect to their founder shares and private units: (i) in connection with the consummation of the initial business combination; (ii) in connection with a shareholder vote to amend the terms of our Post-offering Memorandum and Articles which specify (a) the substance or timing of our obligation to permit the redemption of shares in connection with our initial business combination, (b) the requirement to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable), or (c) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and, (iii) if we fail to consummate a business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable) or if we liquidate prior to the expiration of the prescribed period.

Transfer restrictions on the private placement units		Subject to any applicable law to which we and the Sponsor will comply, the private placement units (including the Class A ordinary shares issuable upon exercise of the private placement units) held by our Sponsor will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled “Description of Securities— Private Units Sold in the Private Placement”).

Proceeds to be held in the trust account		Nasdaq rules provide that at least 90% of the gross proceeds from this offering must be deposited into a trust account ($9.00 per unit). Of the net proceeds of this offering and the sale of the private units, at least $60.3 million, or $10.05 per publicly offered unit (approximately $69.35 million, if the underwriter’s over-allotment option is exercised in full) will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. These proceeds include $2,100,000 (or $2,415,000 if the underwriter’s over-allotment option is exercised in full) in deferred underwriting discounts.

		The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds.

		(b)	the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Post-offering Memorandum and Articles to (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable) or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and,

		(c)	the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable), subject to applicable law.

	The proceeds deposited in the trust account could be subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders; although we will generally seek to require that creditors waive their right to make claims against the proceeds held in the trust account.

Anticipated expenses and funding sources	Excluding the withdrawal of interest earned on the funds held in trust so as to pay any applicable taxes, no proceeds held in the trust account will be available for our use, unless and until we complete our initial business combination. Based upon current interest rates, we expect the trust account to generate approximately $2,713,500 of interest annually (assuming no exercise of the underwriter’s over-allotment option and an interest rate of 4.50% per annum) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds.

	Unless and until we complete our initial business combination, we may pay our expenses only from:

		●	$445,000 in working capital not held in trust that will be available to us from the net proceeds of this offering and the sale of the private placement units (which is the amount of funds estimated to be available after the payment of approximately $875,000 in expenses relating to this offering and certain advancements to the underwriters’ representative (excluding the underwriting discounts totaling $600,000 or, in the case of over-allotment $690,000); and

		●	any working capital loans or additional investments from our Sponsor, members of our management team or their affiliates, or other third parties, although they are under no obligation to advance funds or invest in us (and, provided that, any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination).

There will be no fees, reimbursements, or other cash payments paid to our insiders or any of the members of our management team prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction involved) other than:

	●	reimbursement of out-of-pocket expenses incurred by our insiders or any of their affiliates in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and

	●	repayment of working capital loans which may be made by our insiders or any of their affiliates to finance transaction costs in connection with an initial business combination, the terms of which have not been determined.

		There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we were to consummate an initial business combination or secure another source of financing. We have no policy which prohibits our insiders or any member of our management team from negotiating the reimbursement of such expenses by a target business.

		Our audit committee will review and approve all reimbursements and payments made to any insider or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

shareholder approval of, or tender offer in connection with, initial business combination		In connection with any proposed initial business combination, we will either: (1) seek shareholder approval of such initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares for that pro rata amount of cash then on deposit in the trust account attributable to those shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination; or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we provide shareholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially similar financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek shareholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination.

Letter agreement among the insiders and the company	a.	Our insiders have agreed to vote their unregistered shares in favor of any proposed business combination, if permitted by law or regulation,

	b.	not to redeem any shares (including the founder shares and private units) into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination (or sell to us any shares they hold in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our Post-offering Memorandum and Articles relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable), and

	c.	that the founder shares and private units shall not be redeemable for a pro rata portion of the funds held in the trust account if a business combination is not consummated.

		Our insiders also have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Post-offering Memorandum and Articles that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable) or (ii) with respect to the other provisions relating to pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes and other permissible expenses permitted to be paid with the funds available from the interest earned) divided by the number of then issued and outstanding public shares.

		None of our insiders, or their affiliates has committed to purchase ordinary shares in this offering in the open market or in private transactions. However, if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination, our insiders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our insiders and their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Conditions to completing our initial business combination		We will have up to 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable) to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board of directors, if requested by our Sponsor, extend the period of time we will have to consummate an initial business combination up to two times by an additional three months (for a total of up to 18 or 21 months from the consummation of this offering), provided that, pursuant to the terms of our Post-offering Memorandum and Articles and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our Sponsor or their affiliates or designees, upon five days’ advance notice prior to the deadline, must deposit into the trust account $600,000, or $690,000 if the over-allotment option is exercised in full (or $0.10 per ordinary share) for the extension, on or prior to the date of the deadline. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension.

		There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the funds held in the trust account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test. However, we intend to satisfy the requirement of the 80% test even if our securities are not listed on Nasdaq at the time of our initial business combination because this is a requirement in our Post-offering Memorandum and Articles which may only be avoided pursuant to an affirmative shareholder vote to amend the certificate. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

		If our board is not able to independently determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking or accounting firm as to the fair market value of the target business. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

		We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. However, we may structure our initial business combination so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of fair market value test. If the initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.

Permitted purchases of public shares by our affiliates		If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors, or their affiliates may purchase public shares in privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.

		However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares in such transactions prior to completion of our initial business combination. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our Sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our Sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

		The purpose of any such purchases of shares could be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing, or trading of our securities on a national securities exchange.

Redemption rights for public shareholders upon completion of our initial business combination		In conjunction with any shareholder vote either to: (i) amend our articles prior to our initial business combination or (ii) approve any proposed initial business combination: we will provide our public shareholders with the opportunity to redeem all or a portion of their public shares at a pro rata, per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

		The amount in the trust account is initially anticipated to be $10.05 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts that we will pay to the underwriters.

		The proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

Manner of conducting redemptions	In connection with our initial business combination, we will provide our public shareholders with the opportunity to redeem all or a portion of their public shares either (i) pursuant to a shareholder meeting called to approve the initial business combination or (ii) without a shareholder vote by means of conducting a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

	The requirement that we provide our public shareholders with the opportunity to redeem their public shares may be amended if approved by holders of at least two-thirds of our ordinary shares entitled to vote thereon.

	Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction.

	If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we can:

		●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

		In the event we conduct redemptions pursuant to the tender offer rules, our offer will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

		Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase ordinary shares in the open market so as to comply with Rule 14e-5 under the Exchange Act.

		We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, deliver their shares to our transfer agent electronically using the Continental Stock Transfer and Trust system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.

		The proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

Redemption rights in connection with proposed amendments to our Post-offering Memorandum and Articles		Our Post-offering Memorandum and Articles will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our Post-offering Memorandum and Articles), may be amended if approved by holders of a majority of at least two-thirds of our ordinary shares entitled to vote thereon. We may not issue additional securities that can vote on amendments to our Post-offering Memorandum and Articles or on our initial business combination. Our Sponsor, which will beneficially own approximately 20% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the shares to be issued to the underwriter upon the consummation of this offering or the ordinary shares underlying the private units and assuming that it does not purchase public units in this offering), may participate in any vote to amend our Post-offering Memorandum and Articles and/or trust agreement and will have the discretion to vote as it deems.

Release of funds in trust account upon the close of our initial business combination		An aggregate of $10.05 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised) will be placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, pursuant to an agreement to be signed on the date of this prospectus. The trustee will deposit the proceeds into a United States-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds will be invested at the direction of the trustee. Except as set forth below, the proceeds held in the trust account will not be released until the earlier of the completion of an initial business combination and our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

		Upon the consummation of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting discounts, to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination, and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital.

		In connection with our redemption of 100% of our outstanding public shares, each holder will receive an amount equal to (1) the number of public shares being redeemed by such public holder divided by the total number of public shares multiplied by (2) the amount then in the trust account (initially $10.05 per Class A ordinary share), which includes the deferred underwriting commission, plus a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes and other expenses (including, without limitation less up to $100,000 of interest to pay liquidation and dissolution expenses) (subject in each case to our obligations under Cayman Islands law to provide for claims of creditors).

		The proceeds deposited in the trust account could, however, become subject to the claims, if any, of our creditors that are in preference to the claims of our shareholders. We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses, and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility, or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts, or agreements with us and will not seek recourse against the trust account for any reason. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

		Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per Class A ordinary share.

		If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.05 per public ordinary share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor-creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, by paying public shareholders from the trust account prior to addressing the claims of creditors, our board of directors may be deemed to have breached its fiduciary duty to our creditors and/or to have acted in bad faith, thereby exposing itself and our company to claims of punitive damages. We cannot assure you that claims will not be brought against us for these reasons.

		The holders of the founder shares will not participate in any redemption distribution with respect to their founder shares, but may have any public shares redeemed upon liquidation.

		If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any issues of taxation or interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.05.

		We will pay the costs of any liquidation following the redemptions from our remaining assets outside of the trust account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $100,000) and have agreed not to seek repayment for such expenses.

		The underwriters have agreed to waive their rights to the deferred underwriting discounts held in the trust account in the event that we do not consummate a business combination (which amounts will be drawn from the funds held in the trust account that will be available to fund the redemption of our public shares).

Audit Committee		We will establish and maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the board of directors — Audit Committee.”

		Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

	●	The rules of the exchange require the approval of a majority of independent directors as do our governing documents, thus our initial business combination may not be successful absent a majority approval.

	●	Absent a business combination, the net investment proceeds may be held in trust for as long as up to 15 months from the consummation of this offering (or up to 18 or 21 months, as applicable).

	●	We rely upon key personnel in order to identify a target, effect an initial business combination, and operate successfully thereafter. Our results could be negatively impacted by the loss of any individual prior to or after the business combination.

	●	We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

	●	Since our Sponsor, officers, and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

	●	The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount received by shareholders may be less than $10.05 per Class A ordinary share.

	●	Public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 15% of the public shares sold in this offering.

	●	We are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

	●	Past performance of members of our management team may not be indicative of future performance of an investment in the Company.

	●	We may affect our initial business combination with a company located outside of the United States.

	●	There are costs and difficulties inherent in managing cross-border business operations.

	●	Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

	●	If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.

	●	If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws.

	●	Because foreign law could govern our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere.

	●	U.S. laws and regulations, including the Holding Foreign Companies Accountable Act, may restrict or eliminate our ability to complete a business combination with certain companies.

	November 30, 2023
	Actual			As Adjusted
Balance Sheet Data:
Working capital (deficit)⁽¹⁾	$	(100,853	)	$	601,147
Total assets⁽²⁾	$	263,000		$	60,751,147
Total liabilities⁽³⁾	$	256,853		$	2,181,000
Value of Class A ordinary shares subject to possible redemption/tender⁽⁴⁾	$	-		$	60,300,000
Shareholders’ equity/(deficit)⁽⁵⁾	$	6,147		$	(1,579,853	)

(1)	The “as adjusted” calculation includes $445,000 in cash held outside the trust account, plus $6,147 of actual shareholders’ equity at November 30, 2023.
(2)	The “as adjusted” calculation includes $60,300,000 of cash held in the trust account from the proceeds of this offering and the sale of the private placement units, plus $445,000 in cash held outside the trust account, plus $6,147 of actual shareholders’ equity at November 30, 2023.
(3)	The “as adjusted” calculation includes $2,100,000 of deferred underwriting discounts and commissions payable and $81,000 over-allotment option liability.
(4)	The “as adjusted” value of Class A ordinary shares which may be redeemed for cash equals the “as adjusted” the 6,000,000 Class A ordinary shares sold in the offering multiplied by the redemption value of $10.05 per share/unit.
(5)	Excludes 6,000,000 Class A ordinary shares purchased in the public market which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of Class A ordinary shares that may be redeemed in connection with our initial business combination (approximately $10.05 per Class A ordinary share).