RRE Ventures Acquisition Corp S-1/A, filed Apr 22, 2026

RRE Ventures Acquisition Corp S-1/A, filed Apr 22, 2026

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RRE Ventures Acquisition Corp. (RREV)

S-1/A 2026-04-22

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Added on October 27, 2026

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Cayman Islands	6770	98-1924642
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


	Per Unit		Total
Public offering price	$	10.00	$	250,000,000
Underwriting discounts and commissions (1)	$	0.60	$	15,000,000
Proceeds, before expenses, to us	$	9.40	$	235,000,000


As of March 13, 2026
Offering Price of $10.00	25% of Maximum Redemption (assumes 6,250,000 or 7,187,500 public shares redeemed)		50% of Maximum Redemption (assumes 12,500,000 or 14,375,000 public shares redeemed)		75% of Maximum Redemption (assumes 18,750,000 or 21,562,500 public shares redeemed)		Maximum Redemption (assumes 25,000,000 or 28,750,000 public shares redeemed)
NTBV	NTBV	Difference between NTBV and Offering Price	NTBV	Difference between NTBV and Offering Price	NTBV	Difference between NTBV and Offering Price	NTBV	Difference between NTBV and Offering Price
Assuming Full Exercise of Over -Allotment Option
$7.23	$6.68	$3.32	$5.81	$4.19	$4.18	$5.82	$0.12	$9.88
Assuming No Exercise of Over -Allotment Option
$7.23	$6.68	$3.32	$5.80	$4.20	$4.18	$5.82	$0.11	$9.89



SUMMARY			1

THE OFFERING			18

RISKS			49

RISK FACTORS			52

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			107

USE OF PROCEEDS			109

DIVIDEND POLICY			112

DILUTION			113

CAPITALIZATION			115

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			116

PROPOSED BUSINESS			124

EFFECTING OUR INITIAL BUSINESS COMBINATION			140

MANAGEMENT			163

PRINCIPAL SHAREHOLDERS			177

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			181

DESCRIPTION OF SECURITIES			185

CERTAIN INCOME TAX CONSIDERATIONS			206

THE TAX CONCESSIONS ACT			207

UNDERWRITING			219

LEGAL MATTERS			229

EXPERTS			229

WHERE YOU CAN FIND ADDITIONAL INFORMATION			229

INDEX TO FINANCIAL STATEMENTS			F-1

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company


Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400		Chris Hall Harney Westwood & Riegels (Cayman) LLP 3rd Floor, Harbour Place 103 South Church Street Grand Cayman (345) 949-8599		Om Pandya Clifford Chance LLP 845 Texas Avenue, Suite 2700 Houston, Texas 77002 (713) 821-2821


Entity/ Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid

RRE Sponsor, LLC	9,583,333 Class B ordinary shares (which include the Class B Anti-Dilution Adjustment as described in “— Founder shares conversion and anti -dilution ”) If we increase or decrease the size of this offering, we will effect a share capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders at 25.0% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the Class A ordinary shares underlying the private placement warrants).	$25,000

	4,510,000 private placement warrants (regardless of whether the over-allotment option is exercised) to be purchased simultaneously with the closing of this offering	$4,510,000

RRE Sponsor, LLC or an affiliate thereof	Repayment of loans made to us to cover offering related and organizational expenses Repayment of working capital loans to finance transaction costs in connection with an initial business	Up to $500,000 Up to $1,500,000 in working capital loans may be convertible


Subject Securities	Expiration Date	Persons Subject to Restrictions	Exceptions to Transfer Restrictions
Units, warrants, ordinary shares or other securities convertible into, or exercisable/ exchangeable for, such securities	180 days from the date of the prospectus	RRE Sponsor, LLC Bruce Bernstein Brian Daly Stuart Ellman Jeffrey Douglas Epstein Dan Galpern James Gertler Philip Kassin Robert S. Mancini Kendrick Meek Andrew Kucharchuk Third-party at-risk investors	Transfers permitted with the prior written consent of the representative, subject to certain exceptions

Founder Shares	Earlier to occur of (A) 180 days after the completion of our initial business combination and (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 30 days after the completion of our initial business combination	Same as above	Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our 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; (e) by private sales or transfers made in connection with a business combination or in connection with the consummation of an initial business combination at prices no


Public shares			25,000,000
Founder shares			8,333,333
Total shares			33,333,333
Total funds in trust available for initial business combination (less up to 4% deferred underwriting commission)			$240,000,000
Initial implied value per public share			$9.60
Implied value per share upon consummation of initial business combination (3)			$7.20


	Without Over-Allotment Option		Over-Allotment Option Exercised
Gross proceeds:
Gross proceeds from units offered to public (1)	$	250,000,000	$	287,500,000
Gross proceeds from private placement warrants offered to the Sponsor in the private placement		4,510,000		4,510,000
Gross proceeds from private placement warrants offered to the underwriter in the private placement (2)		2,500,000		2,875,000

Total gross proceeds	$	257,010,000	$	294,885,000
Estimated offering expenses (3) :
Underwriting (excluding the deferred portion) (4)	$	5,000,000	$	5,375,000
Legal fees and expenses		520,000		520,000
Listing and filing fees (Nasdaq)		80,000		80,000
Printing and engraving expenses		30,000		30,000
Accounting fees and expenses		45,000		45,000
FINRA and SEC filing fees		50,000		50,000
Custody fee expenses		15,000		15,000
Miscellaneous expenses		100,000		100,000
Travel and roadshow expenses		10,000		10,000

Total offering expenses (other than underwriting commissions)	$	850,000	$	850,000

Proceeds after offering expenses and underwriting commissions	$	251,160,000	$	288,660,000

Held in trust account	$	250,000,000	$	287,500,000

% of public offering size		100%		100%
Not held in trust account (5)	$	1,160,000	$	1,160,000


	Amount		% of Total

Accounting, due diligence, travel, and other expenses in connection with any business combination (5)(6)	$	350,000		30%
Legal and accounting fees related to regulatory reporting obligations	$	125,000		11%
Nasdaq and other regulatory fees	$	150,000		13%
Directors’ and officers’ liability insurance	$	300,000		26%
Working capital to cover miscellaneous	$	235,000		20%
Total (8)	$	1,160,000		100%


	0% of Maximum Redemptions				25% of Maximum Redemptions				50% of Maximum Redemptions				75% of Maximum Redemptions				Maximum Redemptions
	Without Over-Allotment		With Over-Allotment		Without Over-Allotment		With Over-Allotment		Without Over-Allotment		With Over-Allotment		Without Over-Allotment		With Over-Allotment		Without Over-Allotment		With Over-Allotment
Public offering price	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00
Net tangible book deficit before this offering		( 0.03)		( 0.03)		( 0.03)		( 0.03)		( 0.03)		( 0.03)		( 0.03)		( 0.03)		( 0.03)		( 0.03)
Increase attributable to public shareholders		7.26		7.26		6.71		6.71		5.83		5.84		4.21		4.21		0.14		0.15

Pro forma net tangible book value after this offering and the sale of the private placement units		7.23		7.23		6.68		6.68		5.80		5.81		4.18		4.18		0.11		0.12

Dilution to public shareholders		$2.77		$2.77		$3.32		$3.32		$4.20		$4.19		$5.82		$5.82		$9.89		$9.88

Percentage of dilution to public shareholders		27.7%		27.7%		33.2%		33.2%		42.0%		41.9%		58.2%		58.2%		98.9%		98.8%

Numerator:
Net tangible book deficit before this offering	$	(309,002)	$	(309,002)	$	(309,002)	$	(309,002)	$	(309,002)	$	(309,002)	$	(309,002)	$	(309,002)	$	(309,002)	$	(309,002)
Net proceeds from this offering and the sale of the private placement units (1)		251,160,000		288,660,000		251,160,000		288,660,000		251,160,000		288,660,000		251,160,000		288,660,000		251,160,000		288,660,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		307,874		307,874		307,874		307,874		307,874		307,874		307,874		307,874		307,874		307,874
Less: Deferred underwriting commission (2)		(10,000,000 )		(11,500,000)		(7,500,000)		(8,625,000)		(5,000,000)		(5,750,000)		(2,500,000)		(2,875,000)		—		—
Less: overallotment liability		(234,500 )		—		(234,500)		—		(234,500)		—		(234,500)		—		(234,500)		—
Amounts paid for redemptions		—		—		(62,500,000)		(71,875,000)		(125,000,000)		(143,750,000)		(187,500,000)		(215,625,000)		(250,000,000)		(287,500,000)

		240,924,373		277,158,873		180,924,373		208,158,873		120,924,373		139,158,873		60,924,373		70,158,873		924,373		1,158,873

Denominator:
Ordinary shares outstanding prior to this offering		9,583,333		9,583,333		9,583,333		9,583,333		9,583,333		9,583,333		9,583,333		9,583,333		9,583,333		9,583,333
Ordinary shares forfeited if over-allotment is not exercised		(1,250,000)		—		(1,250,000)		—		(1,250,000)		—		(1,250,000)		—		(1,250,000)		—
Ordinary shares offered and sale of private placement shares and sale of private placement shares		(25,000,000)		(28,750,000)		(25,000,000)		(28,750,000)		(25,000,000)		(28,750,000)		(25,000,000)		(28,750,000)		(25,000,000)		(28,750,000)
Less Ordinary shares redeemed		—		—		(6,250,000)		(7,187,500)		(12,500,000)		(14,375,000)		(18,750,000)		(21,562,500)		(25,000,000)		(28,750,000)

		33,333,333		38,333,333		27,083,333		31,145,833		20,833,333		23,958,333		14,583,333		16,770,833		8,333,333		9,583,333


	March 13, 2026
	Actual			As Adjusted
Notes payable to related party (1)	$	6,089		$	—
Deferred underwriting commissions	$	—			$10,000,000
Over-allotment liability (2)	$	—			$234,500
Class A ordinary shares, $0.0001 par value, subject to redemption, 0 and 25,000,000 shares which are subject to possible redemption, actual and as adjusted, respectively (3)	$	—			$250,000,000
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding, actual and as adjusted, respectively	$	—		$	—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, none issued or outstanding, actual as adjusted, respectively	$	—		$	—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 9,583,333 and 8,333,333 shares issued and outstanding, actual and as adjusted, respectively	$	958			833
Additional paid-in capital	$	24,042		$	—
Accumulated deficit	$	(26,128	)	$	(9,076,461	)
Total shareholders’ deficit	$	(1,128	)	$	(9,075,628	)
Total capitalization (4)	$	4,961		$	251,158,872


Entity/ Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
RRE Sponsor, LLC or an affiliate thereof	Repayment of loans made to us to cover offering related and organizational expenses	Up to $500,000

	Repayment of working capital loans to finance transaction costs in connection with an initial business combination	Up to $1,500,000 in working capital loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender

RRE Sponsor, LLC	9,583,333 Class B ordinary shares (which include the Class B Anti-Dilution Adjustment as described in “— Founder shares conversion and anti -dilution ”) If we increase or decrease the size of this offering, we will effect a share capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders at 25.0% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the Class A ordinary shares underlying the private placement warrants).	$25,000

	4,510,000 private placement warrants (regardless of whether the over-allotment option is exercised) to be purchased simultaneously with the closing of this offering	$4,510,000

RRE Sponsor, LLC and our officers, independent directors, advisors, consultants or their respective affiliates	Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination	Expenses incurred in connection with identifying, investigating, negotiating and completing an initial business combination


	Redemptions in Connection with our initial Business Combination:	Other Permitted Purchases of Public Shares by our Affiliates:	Redemptions if we Fail to Complete an Initial Business Combination:
Calculation of redemption price:	Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (net of taxes payable) and not previously released to us pursuant to permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause to be unable to satisfy any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.	If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase units, public shares or warrants in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. If our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase units, public shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. 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.	If we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us pursuant to permitted withdrawals divided by the number of then outstanding public shares.


	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds:	Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering be deposited in a trust account. $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.	Approximately $211,500,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds:	$250,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will initially be invested only in cash, U.S. government treasury obligations 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; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.


	Terms of Our Offering	Terms Under a Rule 419 Offering

Receipt of interest on escrowed funds:	Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) permitted withdrawals, (ii) taxes payable and (iii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.

Limitation on fair value or net assets of target business:	Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.

Trading of securities issued:	The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52 nd day following the date of this prospectus unless CCM, as the sole underwriter, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the	No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.


	Terms of Our Offering	Terms Under a Rule 419 Offering
	over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the over-allotment option.

Exercise of the warrants:	The warrants cannot be exercised until 30 days after the completion of our initial business combination, provided that we have an effective registration statement on Form S-1 under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor:	We will provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or against, our initial business combination, for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated 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 (net of taxes payable) and not previously released to us pursuant to permitted withdrawals, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the repurchases pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the	A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45 business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.


	Terms of Our Offering	Terms Under a Rule 419 Offering
	redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require the approval of a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

Business combination deadline:	If we have not completed our initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the	If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.


	Terms of Our Offering	Terms Under a Rule 419 Offering
	trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us pursuant to permitted withdrawals, divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Release of funds:	None of the funds held in trust (other than interest released for taxes payable, permitted withdrawals and up to $100,000 of interest to pay dissolution expenses) will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to 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 have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

Delivering share certificates in connection with the exercise of redemption rights:	We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in	Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card


	Terms of Our Offering	Terms Under a Rule 419 Offering
	“street name,” to, at the holder’s option, either deliver their share certificates (if any) to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) 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 scheduled 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 scheduled 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. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.	indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership.

Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote:	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 amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our	Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.


		Terms of Our Offering		Terms Under a Rule 419 Offering
		prior consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.


Name:	Age:	Position:
Philip Kassin	68	Chief Executive Officer and Director
Jeffrey Douglas Epstein	44	President and Director
Andrew Kucharchuk	45	Chief Financial Officer
Stuart Ellman	59	Chairman
Bruce Bernstein	62	Director nominee
Brian Daly	59	Director nominee
Dan Galpern	55	Director nominee
James Gertler	59	Director nominee
Robert S. Mancini	68	Director nominee
Kendrick Meek	59	Director nominee


Individual (1)	Entity	Entity’s Business	Affiliation
Philip Kassin	CDX Advisors	Financial Advisory	Executive in Residence
Jeffrey Douglas Epstein	57O Investments, LLC	Early Stage Investments	Managing Member
Stuart Ellman	RRE Ventures (and affiliates)	Venture Capital	General Partner
	The Recovery Company, Inc.	Addiction Treatment	Director
	Barking Labs Corp.	Pet Care Products	Director
	Lucy Goods, Inc.	Smokeless Tobacco	Director
	D oma in Money, Inc.	Wealth Management	Director
	Anomaly Insights, Inc.	Payment Management	Director
	Originalis, Inc.	Private Market Analysis	Director
	Concentrate AI, Inc.	Artificial Intelligence	Director
James Gertler	Drew Lane Capital LLC	Private Investment	President and Chief Executive Officer
	Legacy Partners, LLC	Private Equity	Vice Chairman
Bruce Bernstein	Rockmore Capital	Investment Management	Managing Partner
	XWELL Inc.	Health and Wellness	Director
	TAO Synergies Inc.	Cryptocurrency and Artificial Intelligence	Director
	Wrap Technologies, Inc.	Public Safety Technology and Services	Director
	Petros Pharmaceuticals, Inc.	Healthcare Technology	Director
	Q/C Technologies, Inc.	Photonic Computing	Director
Dan Galpern	TZP Group, LLC	Private Equity	Senior Advisor
	Assos of Switzerland, S.A.	Recreation Equipment	Director
Kendrick Meek	Coinbase Global Advisory Council	Cryptocurrency	Director
	OnMed LLC	Medical Equipment	Director
	King & Spalding LLP	Law Firm	Senior Advisor
	KBM Solutions LLC	Advisory Firm	Principal
Brian Daly	The Invigory, LLC	Health and Wellness	Founder and Owner
	Rockmore Capital	Hedge Fund	Partner and Chief Financial Officer
	Omicron Capital	Hedge Fund	Chief Financial Officer
Robert S. Mancini	Mountain State Energy Holdings LLC	Electric Power Generation	Director
	Longview Power LLC	Electric Power Generation	Director
Andrew Kucharchuk	Cero Therapeutics, Inc.	Biotech	Chief Financial Officer
	Chain Bridge I	Special Purpose Acquisition Company	Chief Financial Officer
	Capital Acquisition Corp.	Special Purpose Acquisition Company	Chief Financial Officer
	Range Capital Acquisition Corp. II	Special Purpose Acquisition Company	Chief Financial Officer
	Windtree Therapeutics, Inc.	Biotech	Director


	Before Offering					After Offering
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned (2)		Approximate Percentage of Outstanding Ordinary Shares			Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Ordinary Shares
RRE Sponsor, LLC (3)		6,835,333		71.3	%		5,585,333		16.8	%
Philip Kassin (4)		525,000		5.5	%		525,000		1.6	%
Jeffrey Douglas Epstein (4)		600,000		6.3	%		600,000		1.8	%
Andrew Kucharchuk		25,000		*			25,000		*
Stuart Ellman (4)		200,000		2.1	%		200,000		*
James Gertler		67,500		*			67,500		*
Bruce Bernstein		115,000		1.2	%		115,000		*
Dan Galpern		30,000		*			30,000		*
Kendrick Meek		30,000		*			30,000		*
Brian Daly		105,000		1.1	%		105,000		*
Robert S. Mancini		115,000		1.2	%		115,000		*
All officers and directors as a group (10 persons)		1,812,500		18.9	%		1,812,500		5.4	%


Underwriter	Number of Units
Cohen & Company Capital Markets		25,000,000

Total		25,000,000


	Per Unit				Total
	Without Over-allotment		With Over-allotment		Without Over-allotment		With Over-allotment
Underwriting Discounts and Commissions paid by us:	$	0.60	$	0.59	$	15,000,000	$	16,875,000


	PAGE
Financial Statements of RRE Ventures Acquisition Corp.:
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of March 13, 2026		F-3
Statement of Operations for the period from February 26, 2026 (inception) through March 13, 2026		F-4
Statement of Changes in Shareholders’ Deficit for the period from February 26, 2026 (inception) through March 13, 2026		F-5
Statement of Cash Flows for the period from February 26, 2026 (inception) through March 13, 2026		F-6
Notes to Financial Statements		F-7


Assets
Current assets:
Prepaid expenses	$	3,400

Total current assets		3,400
Deferred offering costs		307,874


Total Assets	$	311,274

Liabilities and Shareholders’ Deficit
Current liabilities:
Accrued offering costs	$	306,313
Promissory note — related party		6,089

Total Current Liabilities		312,402

Commitments and Contingencies
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,583,333 shares issued and outstanding⁽¹⁾		958
Additional paid-in capital		24,042
Accumulated deficit		(26,128	)

Total Shareholders’ Deficit		(1,128	)


Total Liabilities and Shareholders’ Deficit	$	311,274


Formation, general, and administrative costs	$	26,128

Loss from operations		(26,128	)

Net loss	$	(26,128	)



Weighted average shares outstanding, Class B ordinary shares ⁽¹⁾		8,333,333

Basic and diluted net loss per share, Class B ordinary shares	$	(0.00	)


	ORDINARY SHARES CLASS B				ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL SHAREHOLDERS’ DEFICIT
	SHARES		AMOUNT
Balance – February 26, 2026 (inception)		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares(1)		9,583,333		958		24,042		—			25,000
Net loss		—		—		—		(26,128	)		(26,128	)

Balance – March 13, 2026		9,583,333	$	958	$	24,042	$	(26,128	)	$	(1,128)


Cash Flows from Operating Activities:
Net loss	$	(26,128	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation, general, and administrative costs through promissory note – related party		1,128
Formation, general, and administrative costs paid by Sponsor in exchange for issuance of founder shares		25,000

Net cash used in operating activities		—

Net change in cash		—
Cash – beginning of the period		—

Cash – end of the period	$	—

Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs paid through promissory note - related party	$	1,561

Prepaid expenses paid by Sponsor through promissory note – related party	$	3,400

Deferred offering costs included in accrued offering costs	$	306,313


	For the Period from February 26, 2026 (Inception) Through March 13, 2026
Formation, general, and administrative costs	$	26,128


Exhibit No.		Description
1.1**		Form of Underwriting Agreement.

3.1**		Memorandum and Articles of Association.

3.2*		Form of Amended and Restated Memorandum and Articles of Association.

4.1**		Specimen Unit Certificate.

4.2**		Specimen Ordinary Share Certificate.

4.3*		Specimen Warrant Certificate (included on Exhibit 4.4).

4.4*		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

5.1*		Opinion of Latham & Watkins LLP.

5.2*		Opinion of Harney Westwood & Riegels (Cayman) LLP, Cayman Islands counsel to the Registrant.

10.1**		Form of Letter Agreement among the Registrant, RRE Sponsor, LLC and each of the officers and directors of the Registrant.

10.2**		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.


Exhibit No.		Description

10.3**		Form of Registration Rights Agreement among the Registrant and the Undersigned.

10.4**		Form of Indemnity Agreement.

10.5**		Promissory Note issued to RRE Sponsor, LLC.

10.6**		Securities Subscription Agreement between RRE Sponsor, LLC and the Registrant.

10.7**		Form of Private Placement Warrant Purchase Agreement between RRE Sponsor, LLC and the Registrant.

10.8**		Form of Private Placement Warrant Purchase Agreement between the underwriter and the Registrant.

10.9**		Consulting Agreement, dated February 22, 2026, among the Registrant, Kujo Capital and Andrew Kucharchuk.

14.1**		Form of Code of Ethics.

21.1**		List of Subsidiaries of Registrant.

23.1*		Consent of WithumSmith+Brown, PC.

23.2*		Consent of Latham & Watkins LLP (included on Exhibit 5.1).

23.3*		Consent of Harney Westwood & Riegels (Cayman) LLP (included on Exhibit 5.2).

24.1**		Power of Attorney (included on the signature page).

99.1**		Audit Committee Charter.

99.2**		Compensation Committee Charter.

99.3**		Consent of James Gertler.

99.4**		Consent of Bruce Bernstein.

99.5**		Consent of Dan Galpern.

99.6**		Consent of Kendrick Meek.

99.7**		Consent of Brian Daly.

99.8**		Consent of Robert S. Mancini.

99.9**		Clawback Policy

107**		Filing Fee Table.