Quartzsea Acquisition Corp S-1, filed Feb 24, 2025

Quartzsea Acquisition Corp (QSEA)

S-1 2025-02-24

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Added on October 17, 2026

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

	Without Over-Allotment Option Exercised
	Scenario A 25% redemptions⁽¹⁾		Scenario B 50% redemptions⁽²⁾		Scenario C 75% redemptions⁽³⁾		Scenario D Maximum redemptions⁽⁴⁾
Offering price of $10.00 included in the units (adjusted to include the value of the rights)	$	9.09	$	9.09	$	9.09	$	9.09
Pro forma net tangible book value per share, as adjusted		5.86		4.81		3.05		(0.49	)
Dilution to public shareholders	$	3.23	$	4.28	$	6.04	$	9.58

	With Over-Allotment Option Exercised
	Scenario A 25% redemptions⁽¹⁾		Scenario B 50% redemptions⁽²⁾		Scenario C 75% redemptions⁽³⁾		Scenario D Maximum redemptions⁽⁴⁾
Offering price of $10.00 included in the units (adjusted to include the value of the rights)	$	9.09	$	9.09	$	9.09	$	9.09
Pro forma net tangible book value per share, as adjusted		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 public 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.

Prospectus Summary		1
Cautionary Note Regarding Forward-Looking Statements		34
Summary Risk Factors		35
Summary Financial Data		40
Risk Factors		41
Use of Proceeds		90
Dividend Policy		93
Dilution		94
Capitalization		98
Management’s Discussion and Analysis of Financial Condition and Results of Operations		99
Proposed Business		103
Management		116
Principal Shareholders		124
Certain Relationships and Related Party Transactions		126
Description of Securities		128
Income Tax Considerations		142
Share Eligible for Future Sale		152
Underwriting		154
Legal Matters		163
Experts		163
Where You Can Find Additional Information		163
Index to Financial Statements		F-1

Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid
2,415,000 ordinary shares⁽¹⁾		$25,000
245,000 private units to be purchase simultaneously with the closing of this offering (or up to 256,250 private units if the underwriters’ 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		Office space and administrative services with the consideration payable at the completion of service. Payments will cease upon the earlier of the consummation of the initial business combination or the liquidation of the Company.
Repayment of working capital loans which may be made by our Sponsor, officers, directors or their affiliates to finance transaction costs in connection with an initial business combination (1) through a portion of the funds not held in the trust account, and only to the extent available, if the initial business combination does not close, or (2) upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $1,500,000 may be converted into private units at a price of $10.00 per unit.		Working capital loans to finance transaction costs in connection with an initial business combination to be made by Sponsor, officers, directors or their affiliates
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.		Services in connection with identifying, investigating and completing an initial business combination

Subject Shares		Persons Subject to Restrictions		Expiration Date		Exceptions to Transfer Restrictions
Founder Shares		Sponsor, director nominees, officers and transferees		The founder shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us to be entered into by our Sponsor, officers and directors. The earlier of (a) 180 days after the completion of our initial business combination or (b) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property		Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our or the underwriters’ officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order;

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

		●	One ordinary share, and

		●	One right to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination.

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

		●	public units: QSEAU;

		●	public shares: QSEA;

		●	public rights: QSEAR.

Trading commencement and separation of public shares and public rights	Each of the public shares and public rights may trade separately on the 52nd day after the date of this prospectus unless SAP 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 SAP allow separate trading of the public shares and public 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 SAP has allowed separate trading of the public shares and public rights prior to the 52nd day after the date of this prospectus.

	Once the public shares and public 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 public units into separately traded public shares and public rights.

	We will file a current report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Current Report on Form 8-K or a new Current Report on Form 8-K to provide new financial information to reflect the exercise of the over-allotment option. We will also include in the Current Report on Form 8-K, or amendment thereto, or in a subsequent current report on Form 8-K, information indicating if SAP has allowed separate trading of the public shares and public rights prior to the 52nd day after the date of this prospectus.

Units:

Number outstanding before this offering		0

Number outstanding after this offering and private placement		6,245,000⁽¹⁾

Ordinary shares:

Number outstanding before this offering		2,415,000 ordinary shares⁽²⁾

Number outstanding after this offering and private placement offering		8,345,000 ordinary shares⁽³⁾

Rights:

Number of Rights outstanding before this offering		0

Number of Rights outstanding after this offering and private placement		6,245,000⁽³⁾

(1)	This assumes no exercise of the underwriters’ over-allotment option.
(2)	Represents 2,415,000 founder shares (including up to an aggregate of 315,000 ordinary shares subject to forfeiture depending 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’ over-allotment has not been exercised and an aggregate of 315,000 ordinary shares held by our Sponsor have been forfeited.

Founder shares	On November 5, 2024, the Company and the Sponsor entered into a Securities Subscription Agreement, pursuant to which our Sponsor purchased 1,725,000 ordinary shares, 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 February 12, 2025, the Company and 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. The per 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 owned by the Sponsor would represent approximately 35% of the outstanding shares after this offering (excluding the private units to be acquired by the Sponsor and any public units acquired by the Sponsor in this offering). None of our Sponsor, officers, nor directors have expressed an intention to purchase any public 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.

		●	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 Memorandum and Articles of Association (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 the Combination Period 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 the Combination Period, 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, directors, and director nominees would be subject to the same restrictions; 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 180th day following the consummation of an initial business combination or earlier 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 ordinary shares for cash, securities, or other property.

Private units		Our Sponsor has committed, pursuant to written agreements, to purchase an aggregate of 245,000 private units at a price of $10.00 per unit in a private placement that will occur simultaneously with the consummation of this offering. If the over-allotment option is exercised by the underwriters in full or in part, our Sponsor will purchase from us up to an additional 11,250 private units in an amount necessary to maintain $10.05 per share in the trust account. 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, $60.3 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 the purchasers of the private units have agreed to waive their redemption rights with respect to their private shares: (i) in connection with the consummation of the initial business combination; (ii) in connection with a shareholder vote to amend the terms of our Memorandum and Articles of Association 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 the Combination Period, 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 the Combination Period (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 units (including the private shares) 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. Of the net proceeds of this offering and the sale of the private units, $10.05 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. Such amount includes the greater 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), or the amount remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination, payable to the underwriters as deferred underwriting discounts and commissions upon the consummation of the initial Business Combination

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

		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes (less up to $50,000 of interest to pay liquidation and dissolution expenses), our Memorandum and Articles of Association and the trust agreement to be entered into among the company and Continental Stock Transfer & Trust Company provide that the proceeds from this offering will not be released from the trust account until the earliest of:

	(b)	the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Memorandum and Articles of Association 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 the Combination Period 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 the Combination Period, 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	Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be held in demand deposit or cash accounts or invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination how the funds in the trust account are being held.

	Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, we may pay our expenses only from:

		●	$1,020,000 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 $680,000 in expenses relating to this offering (excluding the underwriting discounts totaling $450,000 or, in the case of over-allotment $517,500); 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).

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.

		If we conduct redemptions pursuant to tender offer rules, Rule 14e-5 may restrict our Sponsor’s ability to purchase our securities outside of a tender offer. To comply with Rule 14e-5, 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. In the event our Sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares 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. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel 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.

		In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. 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.

		The purpose of such purchases would 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. This may result in the completion of our initial business combination that may not otherwise have been possible.

			●	the Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that the Company’s sponsor, directors, officers, advisors or their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases;

			●	if the Company’s sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through the Company’s redemption process;

			●	the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction;

			●	the Company’s sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and

			●	the Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction, the following material items:

			(i)	the amount of the Company’s securities purchased outside of the redemption offer by the Company’s sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

			(ii)	the purpose of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates;

			(iii)	the impact, if any, of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved;

			(iv)	the identities of Company security holders who sold to the Company’s sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s sponsor, directors, officers, advisors or their affiliates; and

			(v)	the number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

		Our Sponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. If the Company’s sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through the Company’s redemption process. Our Sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

		Any purchases by our Sponsor, officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors, advisors and/or 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.

		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 & 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 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 ordinary shares submitted for redemption will be returned to the holders thereof.

		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 public 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 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.

Conflicts of interest		Our Chief Executive Officer, Ms. Qi Gong, has conflicts of interest with respect to evaluating a particular business combination because she has fiduciary and contractual duties to Yotta and Quetta, although Yotta and Quetta have each executed a definitive merger agreement with a target company in connection with their respective initial business combinations. Our director nominee, Daniel M. McCabe, has conflicts of interest with respect to evaluating a particular business combination because he serves as a director, and has fiduciary duties to, each of Yotta, Quetta and Black Hawk. Yotta and Quetta have each executed a definitive merger agreement with a target company in connection with their respective initial business combinations. Black Hawk is still searching for a target. These conflicts of interests of may limit the number of potential targets that our management presents to us for purposes of completing a business combination. Specifically, if they become aware of a business combination opportunity that falls within the line of business of any entity to which they have then-existing fiduciary or contractual obligations, they may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

		Our officers and directors currently have, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including, without limitation, funds managed or advised by our Sponsor or its affiliates, subject to their fiduciary duties. If any of our directors or officers become aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

		Our officers and directors also may become aware of business opportunities which may be necessary or appropriate for presentation to other entities to which they owe certain fiduciary or contractual duties. Any presentation of such opportunities to such other entities may present additional conflicts.

		Our insiders may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

		For more details about our management’s conflict of interests, see “Management-Conflicts of Interest” on page 120 of this prospectus. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by, or directors of, our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our Sponsor, directors, and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.

		We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or directors. We, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view.

		Investors should be aware of the following potential conflicts of interest.

			●	None of our officers, directors, and director nominees is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

			●	In the course of their other business activities, our officers, directors, and director nominees may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our officers, directors, and director nominees may continue to be involved in the formation of other special purpose acquisition companies in the future. Thus, our officers, directors, and director nominees may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

			●	Our officers, directors, and director nominees may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. Specifically, Our Chief Executive Officer, Ms. Qi Gong, has conflicts of interest with respect to evaluating a particular business combination because they have fiduciary and contractual duties to Yotta and Quetta, although Yotta and Quetta have each executed a definitive merger agreement with a target company in connection with their respective initial business combinations. Our director nominee, Daniel M. McCabe, has conflicts of interest with respect to evaluating a particular business combination because he serves as a director, and has fiduciary duties to each of Yotta, Quetta and Black Hawk. Yotta and Quetta have each executed a definitive merger agreement with a target company in connection with their respective initial business combinations. Black Hawk is still searching for a target. These conflicts of interests of may limit the number of potential targets that our management presents to us for purposes of completing a business combination. Specifically, if they become aware of a business combination opportunity that falls within the line of business of any entity to which they have then-existing fiduciary or contractual obligations, they may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

			●	The founder shares beneficially owned by our officers, directors, and director nominees will be released from trust only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers, directors, and director nominees will not be entitled to receive any amounts held in the trust account with respect to any of their founder shares or private units. Furthermore, our Sponsor, Blue Jay Investment LLC, agreed that the private units will not be sold or transferred by it until we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to affect our initial business combination.

			●	Our Sponsor is currently controlled by Ms. Qi Gong, our Chairwoman, Chief Executive Officer, Chief Financial Officer, and Director, thus, Ms. Qi Gong currently holds 100% voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. No other party has any material indirect interest in our Sponsor. Our Sponsor purchased 2,415,000 of our ordinary shares for $25,000, a nominal price, which we refer to herein as founder shares. The founder shares will be worthless if we do not complete an initial business combination, especially because, pursuant to letter agreement, the holders of the Sponsor shares and private units have or will have waived their right to claim funds held in the trust account in connection with any redemption of shares. Our Sponsor has also committed to purchase an aggregate of 245,000 private units (or 256,250 private units if the underwriters’ over-allotment option is exercised in full) at $10.00 per private unit for a total purchase price of $2,450,000 (or $2,562,500 if the underwriters’ over-allotment option is exercised in full) from us.

			●	A conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Specifically, our officers and directors, and any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Reimbursement for such expenses will be paid by us out of loans by our Sponsor and interest earned on the trust account. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. In addition, at the closing of our initial public offering, our Sponsor will be repaid an aggregate of $500,000 by our Company pursuant to certain promissory note dated November 5, 2024. The principal balance of this promissory note shall be payable on the date on which our Company closes an initial public offering of its securities. The principal balance may be prepaid at any time. These financial interests of our Sponsor, officers, and directors may influence their motivation in identifying and selecting a target business combination and completing an initial business combination.

	●	We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or directors. We, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. For a list of potential targets affiliated with our Sponsor, see “Management-Conflicts of Interest” on page 120 of this prospectus.

	●	As stated herein, our Sponsor is currently controlled by Ms. Qi Gong, our Chairwoman, Chief Executive Officer, Chief Financial Officer, and Director. Daniel M. McCabe is our independent director and serves as a director on three other SPACs, namely Quetta, Yotta and Black Hawk. Ms. Qi Gong also serves as a director on two other SPACs, namely Quetta and Yotta. Yotta and Quetta have each executed a definitive merger agreement with a target company in connection with their respective initial business combinations. On January 10, 2025, Quetta held a special meeting of its stockholders, namely, among other matters, extend the time Quetta has to complete a business combination to a month-to-month extension basis, beginning on January 10, 2025, until October 10, 2026. Similarly, on August 22, 2024, Yotta’s stockholders at its annual meeting, approved Yotta’s right to extend the Business Combination Period from August 22, 2024 to October 22, 2025. Lastly, Daniel M. McCabe serves as an independent director of Black Hawk Acquisition Corporation, which is still searching for a target to consummate its business combination and has yet to file for an extension. Black Hawk Acquisition Corporation has until June 20, 2025 to complete its initial business combination, and if it fails to do so, Black Hawk Acquisition Corporation may seek approval from its shareholders to extend the time it has to complete its business combination without a vote of the public shareholders for up to two times by an additional three months each time for a total of up to 18 or 21 months by depositing $690,000 into the trust account for each extension, as applicable.

In addition, our Sponsor is currently controlled by Ms. Qi Gong, our Chairwoman, Chief Executive Officer, Chief Financial Officer, and Director, thus, Ms. Qi Gong currently holds 100% of the voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. No other party has any material indirect interest in our Sponsor. Our Sponsor purchased 2,415,000 of our ordinary shares for $25,000, a nominal price, which we refer to herein as founder shares. Our Sponsor has also committed to purchase an aggregate of 245,000 private units (or 256,250 private units if the underwriters’ over-allotment option is exercised in full) at $10.00 per private unit for a total purchase price of $2,450,000 (or $2,562,500 if the underwriters’ over-allotment option is exercised in full) from us. The founder shares and private units will be worthless if we do not complete an initial business combination because, pursuant to letter agreement, the holders of the founders shares and private units have or will have waived their right to claim funds held in the trust account in connection with any redemption of shares.

	In the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Our Memorandum and Articles of Association provides that, to the maximum extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.

	A conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Specifically, our officers and directors, and any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Reimbursement for such expenses will be paid by us out of loans by our Sponsor and interest earned on the trust account. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. In addition, at the closing of our initial public offering, our Sponsor will be repaid an aggregate of $500,000 by our Company pursuant to certain promissory note dated November 5, 2024. The principal balance of this promissory note shall be payable on the date on which our Company closes an initial public offering of its securities. The principal balance may be prepaid at any time. These financial interests of our Sponsor, officers, and directors may influence their motivation in identifying and selecting a target business combination and completing an initial business combination.

Limited payments to insiders	We may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our initial shareholders or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

		●	Repayment of an aggregate of up to $500,000 in loans made to us by our Sponsor.

		●	Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $15,000 per month.

		●	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

		●	Repayment of non-interest bearing loans which may be made by our initial shareholders or their affiliates (of which up to $1,500,000 may be converted, at the discretion of the holder, into private units at a price of $10.00 per unit) to finance transaction costs in connection with an intended initial business combination

	Our audit committee will review on a quarterly basis all payments that were made to our initial shareholders or their affiliates.

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.

	●	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 public share.

	●	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.