Renatus Tactical Acquisition Corp I

S-11 ny20045296x1_s1.htm S-1

As filed with United States Securities and Exchange Commission on March 14, 2025 under the Securities Act of 1933, as amended.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

1825 Ponce de Leon Blvd, Suite 260

Coral Gables, FL 33134

Telephone: 645-201-8586

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Eric Swider

Chief Executive Officer

1825 Ponce de Leon Blvd, Suite 260

Coral Gables, FL 33134

Telephone: 645-201-8586

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 14, 2025

PRELIMINARY PROSPECTUS

$175,000,000

17,500,000 Units

Renatus Tactical Acquisition Corp I is a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search on high potential businesses based in the United States.

We are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” beginning on page 50. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2025.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable public warrant. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per full share, subject to adjustment as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 2,625,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals (as defined below)), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. Except for franchise taxes and income taxes, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 (“IRA”) on any redemptions or share repurchases by us. If we have not completed our initial business combination within 24 months from the closing of this offering (or up to 30 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or during any Extension Period (as defined below), we will redeem 100% of the public shares at a per-share price, payable in cash equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein.

On July 3, 2024, Global Client Advisory Group, a Cayman Islands exempted company (which we refer to as “GCAG” throughout this prospectus) that is controlled by Eric Swider, our Chief Executive Officer, formed International SPAC Management Group I LLC, a Cayman Islands limited liability company (which we refer to throughout this prospectus as “Sponsor HoldCo”), which has committed to purchase private placement warrants in a private placement that will close simultaneously with the closing of this offering, as further described below.

Institutional investors (none of which are affiliated with any member of our management, GCAG or any other investor), which we refer to as the “non-Sponsor investors” throughout this prospectus, have expressed an interest to purchase up to 1,787,500 founder shares (as defined below) from Sponsor HoldCo for an aggregate purchase price of $4,400,000. GCAG, through Sponsor HoldCo, has committed to purchasing 3,942,500 private placement warrants (or 4,139,375 private placement warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant ($3,942,500 in the aggregate, or $4,139,375 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering.

We refer collectively to these warrants throughout this prospectus as the “private placement warrants.” Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable.

While there is no limit on the number of founder shares that may be purchased by any of the non-Sponsor investors, none of the non-Sponsor investors has expressed to us an interest in purchasing an amount of founder shares to be sold in this offering which would result in it beneficially owning (or being deemed to beneficially own) more than 9.99% of any class of our share capital (including, but not limited to, our Class A ordinary shares) or the capital stock of any of our successors (including in connection with the consummation of the our initial business combination), as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder. Furthermore, the non-Sponsor investors have not committed to or expressed an interest in purchasing any units in this offering, either directly or indirectly, provided however, that non-Sponsor investors may decide, in each of its own discretion, to purchase units in this offering notwithstanding each of their commitments under the written agreements with our Sponsor Holdco. If the non-Sponsor investors decide to purchase units in this offering, the underwriters have full discretion to allocate the units to investors and may determine to sell any amount or no amount of the units to the non-Sponsor investors. The underwriters would receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-Sponsor investors, if any, as they will on the other units sold to the public in this offering. In the event that the non-Sponsor investors are allocated and purchase such units, they shall be obligated to vote any founder shares and public shares held by them in favor of our initial business combination pursuant to the letter agreement (defined below) such investors will enter into with us. For a discussion of certain additional arrangements with the non-Sponsor investors, see “The Offering — Expression of Interest” on page 28. In the event that non-Sponsor investors purchase units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised).

GCAG and the non-managing HoldCo investors will indirectly hold our founder shares through ownership of the membership interests of Sponsor Holdco which represent an interest in the founder shares held by Sponsor Holdco prior to this offering. Our initial shareholders currently directly and indirectly hold 5,842,742 Class B ordinary shares (which we refer to as “founder shares” as further described herein), up to 762,097 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 22.5% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 22.5% of our issued and outstanding ordinary shares upon the consummation of this offering. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

In addition, because Sponsor HoldCo acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, the Class A ordinary shares issuable in connection with the exercise of the private placement warrants, including those private placement warrants converted from working capital loans (as described in this prospectus), may result in material dilution to our public shareholders if the $11.50 exercise price of the private placement warrants is significantly less than the market price of our shares at the time such private placement warrants are exercised or if the private placement warrants are exercised on a cashless basis given that the cashless exercise of the warrants will not result in any cash proceeds to us. See “Summary — Our Sponsor” on page 2, “Summary — The Offering — Founder shares” on page 22, “Summary — The Offering — Transfer restrictions on founder shares” on page 24, “Summary — The Offering — Founder shares conversion and anti-dilution rights” on page 25, “Summary — The Offering — Appointment of directors; Voting Rights” on page 25, “Risk Factors — Risks Relating to Sponsor Holdco, GCAG and Management Team — The nominal purchase price paid by Sponsor HoldCo for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination” on page 86, “— Risks Relating to our Securities — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks” on page 75, “Risk Factors — Risks Relating to Sponsor HoldCo, GCAG and Management Team — The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share” and “— Risks Relating to Our Securities — Sponsor Holdco paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares” on page 76 and “Proposed Business — Our Sponsor” on page 111 for more information.

Members of our management team and our independent directors will directly or indirectly own our ordinary shares and/or warrants to purchase our ordinary shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Furthermore, our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. See“Management — Conflicts of Interest.”

The following table illustrates the difference between the public offering price per Class A ordinary share and our net tangible book value per Class A ordinary share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels. See “The Offering — Dilution” and “Dilution” for more information.

Prior to this offering, there has been no public market for our units, Class A ordinary shares or public warrants. We intend to apply to list our units on The Nasdaq Global Market (“Nasdaq”) under the symbol “ U” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and public warrants constituting the units will begin separate trading on the 52 nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Clear Street LLC, the representative of the underwriters in this offering (“Clear Street”), informs us of its decision to allow earlier separate trading, subject to our having filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “ ” and “ W,” respectively.

Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $175.4 million or $201.8 million if the underwriters’ over-allotment option is exercised in full ($10.025 per unit), will be deposited into a U.S.-based trust account maintained with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account (less up to $100,000 interest to pay dissolution expenses) that may be released to us to pay our franchise and income taxes, if any, and subject to sufficient interest to cover such withdrawals (which we refer to such withdrawals as “Permitted Withdrawals” as further described herein), the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend 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 do not complete our initial business combination within 24 months from the closing of this offering (or up to 30 months from the closing of this offering, if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or (B) with respect to any other provision relating to shareholder’s rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering (or up to 30 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or during any extended time that we have to consummate a business combination beyond 30 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association, subject to applicable law. Our shareholders can vote at any time to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to complete an initial business combination and there is no limit on the number of times our shareholders can vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to complete an initial business combination and any such extension may be for any amount of time. We refer to such extension as a result of a shareholder vote to amend our amended and restated memorandum and articles of association as an “Extension Period”. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

Sole Book-Running Manager

CLEAR STREET

, 2025