General Catalyst Global Resilience Merger Corp.

As filed with the U.S. Securities and Exchange Commission on April 13, 2026.

Registration No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

General Catalyst

Global Resilience Merger Corp.

(Exact name of registrant as specified in its charter)

20 University Rd., 4 th Floor

Cambridge, Massachusetts 02138

Tel: +1 (617) 234-7000

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

Hemant Taneja

Chairman

20 University Rd., 4 th Floor

Cambridge, Massachusetts 02138

Tel: +1 (617) 234-7000

(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, a 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 or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. 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 APRIL 13, 2026

P R E L I M I N A R Y P R O S P E C T U S

$350,000,000

General Catalyst Global Resilience Merger Corp.

35,000,000 GRAIL Securities

General Catalyst Global Resilience Merger Corp. is a newly organized 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 or entities, which we refer to as our initial business combination. We have not selected any specific 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 will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we intend to focus on aerospace and defense, national security, and other associated opportunities.

This is an initial public offering of our securities. Each GRAIL security has an offering price of $10.00 and consists of one Class A ordinary share, par value $0.0001, and one-fourth of one redeemable warrant. Accordingly, unless you purchase four public GRAIL securities, you will not be able to receive or trade a whole warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation of the company, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to 5,250,000 additional public GRAIL securities to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem 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 our trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn or eligible to be withdrawn to pay our taxes), divided by the number of then-outstanding public shares. As further described in this prospectus, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares sold in this offering, without our prior consent. If (i)we do not consummate an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering, which we refer to as the completion window), or (ii) our board of directors approves an earlier liquidation, then in either case we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. We may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, and the related amendments are implemented by the directors, holders of our public shares will be offered an opportunity to redeem their shares.

Our sponsor, GCGR Sponsor LLC, has agreed to purchase an aggregate of 800,000 private placement GRAIL securities (or 905,000 private placement GRAIL securities if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per GRAIL security, for an aggregate purchase price of $8,000,000 (or $9,050,000 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 to these GRAIL securities throughout this prospectus as the private placement GRAIL securities and we refer to the Class A ordinary shares and warrants included in the private placement GRAIL securities as the private placements shares and the private placement warrants, respectively. Each private placement warrant, upon aggregation of the fractional private placement warrants contained in each private placement GRAIL security, is exercisable to purchase one whole Class A ordinary share at

a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions, as described in this prospectus. None of the private placement warrants will be redeemable by us. Each private placement share included in each private placement GRAIL security will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination.

Further, our sponsor and independent director nominees (together, the “initial shareholders”) currently own 5,031,250 of our Class B ordinary shares, par value $0.0001 per share, up to 656,250 of which are subject to forfeiture to the extent the over-allotment option is not exercised in order to maintain the number of alignment shares held by our initial shareholders at 12.5% of the number of Class A ordinary shares expected to be sold in this offering as part of the public GRAIL securities. We refer to such Class B ordinary shares as “alignment shares” throughout this prospectus. Unless a change of control of the post-business combination company occurs (for more information on conversion features of the alignment shares in a change of control event, see the section entitled “Description of Securities — Alignment Shares — Alignment share change of control conversion”), on the last day of each “measurement period” (as defined below), which will occur annually over ten fiscal years following consummation of our initial business combination (and, with respect to any measurement period in which we have a change of control or in which we liquidate, dissolve or wind up, on the business day immediately prior to such event instead of on the last day of such measurement period), a tranche of 503,125 (or 437,500 if the over-allotment option is not exercised) of the Class B ordinary shares will automatically convert into Class A ordinary shares at variable conversion ratios based upon the Total Return (as defined below) of the Closing Share Count (as defined below) as of the relevant measurement date above the Price Threshold (as defined below). The alignment shares may also be converted into Class A ordinary shares prior to the consummation of an initial business combination, at the option of a holder, on a one-for-one basis, subject to the 4.99% pre-business combination Maximum Percentage (as defined below) condition, as described in more details in this prospectus, provided, however, that (A) such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination; (B) any Class A ordinary shares issued to our initial shareholders in connection with such optional conversion prior to the initial business combination shall (i) not result in our initial shareholders receiving in the aggregate more Class A ordinary shares upon conversion of their alignment shares as they would have received pursuant to the conversion terms described in the amended and restated memorandum and articles of association had our initial shareholders not elected such optional conversion, which may result in our initial shareholders being obligated to surrender for cancellation for no value such Class A ordinary shares to us at the end of the 10 measurement periods if the conversion calculations pursuant to our amended and restated memorandum and articles of association result in our initial shareholders in the aggregate having received more Class A ordinary shares than they would have received pursuant to the conversion calculations to be made over 10 measurement periods, (ii) be deducted from the number of Class A ordinary shares issuable to our initial shareholders in connection with each measurement period conversions of alignment shares following the consummation of an initial business combination, and (iii) everything else being equal, continue to be treated as outstanding Class B ordinary shares as if such Class B ordinary shares had not been converted prior to the consummation of the business combination at the option of our initial shareholders for purposes of calculating the alignment shares eligible to be converted into Class A ordinary shares pursuant to the terms of our amended and restated memorandum and articles of association; and (C) (i) our initial shareholders may only sell or otherwise dispose of any such Class A ordinary shares issued to them in connection with their optional conversion of alignment shares prior to the consummation of an initial business combination once the transfer restrictions in the letter agreement with us have expired and (ii) our initial shareholders may at any time following the consummation of an initial business combination only sell or otherwise dispose of a number of Class A ordinary shares that does not exceed the number of Class A ordinary shares that would have been issued to them pursuant to the conversion calculations in our amended and restated memorandum and articles of association had our initial shareholders not elected to optionally convert their alignment shares into Class A ordinary shares prior to the consummation of our initial business combination.

The alignment shares held by our sponsor and our independent director nominees were purchased for $25,000, or approximately $0.005 per share. While dilution related to our alignment shares will technically immediately occur at the time this offering is consummated (5,031,250 Class B ordinary shares (up to 656,250 of which are subject to forfeiture by our sponsor) are issued and outstanding as of the date hereof), the dilutive impact related to our alignment shares, contrary to a traditional SPAC structure, will not immediately be realized and will be shared with our public shareholders over time following our initial business combination given (i) Class A ordinary shares will only gradually be released to us over a ten year-period with respect to our alignment shares, and (ii), as described above, tranches of alignment shares will be convertible into Class A ordinary shares at variable conversion rates based on Total Return of the Closing Share Count as of the relevant measurement date and the Price Threshold, with such conversion rates having been designed to limit and defer dilution to our public shareholders until after the consummation of our initial business combination and after such shareholders make a return on their investment in us (initially assumed to be at the $10.00 initial public offering price), as further described in this prospectus.

In fact, only if the Total Return of the Closing Share Count as of the relevant measurement date is above the Price Threshold, which represents an approximation for when public shareholders make a return on their investment in us when purchasing our shares, a tranche of our alignment shares due to convert in one of the 10 years following our initial business combination may convert into Class A ordinary shares on a greater than one-to-one basis, thereby creating dilution to our public shareholders only after our public shareholders make a return and by capturing a portion of the share return our public shareholders make over a measurement period. Further, given the GRAIL conversion structure of the alignment shares, potential sales into the market of the Class A ordinary shares issuable upon conversion of alignment shares will be staggered over a 10-year period (contrary to a traditional SPAC structure, in which all Class A ordinary shares are immediately issued to a SPAC sponsor upon automatic conversion of founder shares at the closing of a business combination and in which all Class A ordinary shares become immediately sellable by a SPAC sponsor once the business combination lock up expires) and the dilutive effect and market pressure related to potential sales of our alignment shares will be deferred over such 10-year period following the consummation of our initial business combination as tranches of Class A ordinary shares are released to us upon conversion of alignment shares.

Redemptions of our public shares in connection with or prior to our initial business combination will not reduce the Closing Share Count and will have a dilutive effect on our public shareholders, particularly if the effective price of any Class A ordinary shares issued in connection with a PIPE financing is dilutive to our public shareholders. However, given the GRAIL conversion structure of our alignment shares, the dilutive impact related to our alignment shares is designed not to be exacerbated by redemptions like in a traditional SPAC structure given the alignment shares will only (i) convert into Class A ordinary shares at a ratio that is greater than one-to-one if the Total Return of the Closing Share Count as of the relevant measurement date is above the Price Threshold, which implies that our shareholders assumed to initially have purchased GRAIL securities at $10.00 make a return and dilution is realized by investors via our sponsor capturing a portion of the share return our public shareholders make over a measurement period, as described in the foregoing, or (ii) convert down at a ratio of one-hundred-to-one if the Total Return of the Closing Share Count as of the relevant measurement date does not exceed the Price Threshold (a 437,500 tranche of our alignment shares (or 503,125 if the over-allotment option is exercised) due to vest in one of the 10 measurement periods would therefore convert into only 4,375 Class A ordinary shares (or 5,031 if the over-allotment option is exercised)), thereby reducing the dilution related to our alignment shares.

The Closing Share Count is increased by any Class A ordinary shares issued to the sellers of a potential business combination target and by any Class A ordinary shares underlying PIPE Securities (as defined below) issued in connection with our initial business combination (including any PIPE Securities purchased by the sponsor, General Catalyst or their affiliates) and such Class A ordinary shares may be issued at effective prices that are dilutive to our public shareholders. However, similarly to how redemptions in the GRAIL structure are designed not to exacerbate dilution related to our alignment shares, as described above, a dilutive issuance of Class A ordinary shares as consideration to sellers or in connection with a PIPE financing will not exacerbate the dilution related to our alignment shares since the alignment shares will only (i) convert into Class A ordinary shares at a ratio that is greater than one-to-one if the Total Return of the Closing Share Count as of the relevant measurement date is above the Price Threshold, which implies that our shareholders assumed to initially have purchased GRAIL securities at $10.00 make a return and dilution is realized by investors via our sponsor capturing a portion of the share return our public shareholders make over a measurement period, as described in the foregoing, or (ii) convert down at a ratio of one-hundred-to-one if the Total Return of the Closing Share Count as of the relevant measurement date does not exceed the Price Threshold (a 437,500 tranche of our alignment shares (or 503,125 if the over-allotment option is exercised) due to vest in one of the 10 measurement periods would therefore convert into only 4,375 Class A ordinary shares (or 5,031 if the over-allotment option is exercised)), thereby reducing the dilution related to our alignment shares. Once any public warrants included in the public GRAIL securities are exercised for cash following the consummation of our initial business combination, the Closing Share Count will also be increased by any Class A ordinary shares that are issued upon exercise of such public warrants. Generally, in the GRAIL structure, dilution related to our alignment shares is designed to only increase as the price of our Class A ordinary shares increases on a year-over-year basis given the Price Threshold will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period.

Conversely, an alignment share tranche will convert into Class A ordinary shares at a ratio that is smaller than one-to-one following our initial business combination, as described above, if the Total Return does not exceed the Price Threshold (a 437,500 tranche of our alignment shares (or 503,125 if the over-allotment option is exercised) due to vest in one of the 10 measurement periods would therefore convert into only 4,375 Class A ordinary shares (or 5,031 if the over-allotment option is exercised)). In such a scenario, in which the number of Class A ordinary shares issuable upon conversion of alignment share tranches is adjusted down at a ratio of one-hundred-to-one over each of the 10 measurement periods, our sponsor may not recoup its initial investment in us unless it can sell any Class A ordinary shares it retains at an

average price that is approximately $9.51 per share in the GRAIL structure instead of approximately $1.55 in a traditional SPAC structure (as compared to the initial public offering price of $10; the illustrative breakeven share prices described in the foregoing are subject to assumptions, as described under as described under “Risk Factors — Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination-Given the staggered GRAIL conversion structure of the alignment shares, potential sales into the market of the Class A ordinary shares issuable upon conversion of alignment shares will be staggered over a 10-year period and the dilutive effect of our alignment shares and market pressure in connection with potential sales of our alignment shares will be deferred over such 10-year period following the consummation of our initial business combination. Dilution will only increase as the price of our Class A ordinary shares increases on a year-over-year basis. The GRAIL structure therefore attempts to ensure that the sponsor’s economics are contingent upon sustained share price performance over a ten-year period following the closing of our initial business combination and that the sponsor will not earn returns on its alignment shares until the public shareholders (initially assumed to have invested at $10.00) also do. Dilution will occur over time and is contingent upon sustained share price performance over a ten-year period following the closing of our initial business combination”).

We believe that the GRAIL structure therefore results in the sponsor’s economics being more contingent upon sustained share price performance over a ten-year period following the closing of our initial business combination and provides that the sponsor will not earn additional returns on its alignment shares until the public shareholders, assumed to have invested at $10.00 in this offering, also do. Dilution related to the alignment shares will occur over time and is contingent upon sustained share price performance over a ten-year period following the closing of our initial business combination. We believe that in the GRAIL structure, the low price that our sponsor paid for the alignment shares will not create an incentive similar to traditional SPAC structures whereby our sponsor could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. For more information and illustrative alignment share conversion calculations, please refer to the section entitled “Description of Securities — Alignment shares.”

In a traditional SPAC structure, because our sponsor acquired our 5,031,250 Class B ordinary shares (up to 656,250 of which are subject to forfeiture) at a nominal price, as described above, our public shareholders would incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the public warrants included in the GRAIL securities. Assuming a traditional SPAC structure, the following table illustrates the dilution to our shareholders (which is calculated as the difference between the public offering price per GRAIL security and our pro forma net tangible book value per share, as adjusted to give effect to this offering and the private GRAIL securities), assuming the redemption of our public shares included in the public GRAIL securities offered hereby at varying levels and in the scenarios in which the over-allotment option is not exercised and exercised in full (“NTBV”). The below table assumes an immediate conversion of all Class B ordinary shares issued and outstanding on the date hereof into Class A ordinary shares on a one-to-one basis, which will not be the case in the GRAIL structure, as described above. For more information, including on assumptions made in connection with the below calculations and tables, please see the section entitled “Dilution” in this prospectus.

Given the GRAIL structure implies that our issued and outstanding Class B ordinary shares may convert into Class A ordinary shares at variable conversion rates following the consummation of a business combination, as described in more details above, and the number of Class A ordinary shares issuable upon conversion of alignment shares in scenarios where

the Total Return of the Closing Share Count as of the relevant measurement date exceeds the Price Threshold cannot reasonably be estimated as of this date given the variability and unpredictability of Total Returns over 10 years following the consummation of a potential business combination, we believe that assuming for purposes of calculating NTBV that 4,375,000 Class B ordinary shares (or 5,031,250 if the over-allotment option is exercised) convert on a one-for-one basis into Class A ordinary shares does not accurately reflect actual dilution outcomes in the GRAIL structure and we present, for illustrative purposes, in the table below dilution to shareholders assuming that only an aggregate of 43,750 Class A ordinary shares (or 50,313 if the over-allotment option is exercised) are earned by our sponsor upon conversion of 4,375,000 Class B ordinary shares (or 5,031,250 if the over-allotment option is exercised) over 10 years, such 43,750 Class A ordinary shares (or 50,313 if the over-allotment option is exercised) representing the maximum number of Class A ordinary shares that we know, as of the date hereof, will be issued to our sponsor in the aggregate in the GRAIL structure if the Total Return of the Closing Share Count as of the relevant measurement date does not exceed the Price Threshold over 10 years following the closing of an initial business combination. Everything else being equal and adjusting the dilution calculations for the GRAIL Class B ordinary share conversion structure, as described in the foregoing, dilution related to our alignment shares is reduced significantly and NTBV remains significantly higher in the different redemption scenarios. The relative increase in dilution in the maximum redemption scenario in the GRAIL structure, as compared to the traditional SPAC structure scenario described in the table above, is due to dilution in the maximum redemption scenario being distributed over a smaller number of Sponsor held shares (which are the only shares that remain outstanding after all public shares are redeemed) and thereby resulting in proportionally more dilution per share assumed to be held by the Sponsor as compared to the traditional SPAC structure scenario. The maximum redemption scenario by definition is not indicative of dilution to public shareholders given all public shares are assumed to have been redeemed — however, we believe that trends of less dilution per share, as illustrated by the other redemption scenarios described in the table below, remain valid: While dilution for scenarios in which the Total Return of the Closing Share Count as of the relevant measurement date exceeds the Price Threshold cannot reasonably be estimated as of this date given the variability and unpredictability of Total Returns over 10 years following the assumed closing of a potential business combination, any such dilution resulting from Class A ordinary shares issued to our initial shareholders in addition to the 43,750 Class A ordinary shares that they will retain by default upon conversion of Class B ordinary shares will by design of the GRAIL alignment share conversion structure (i) occur over time and be contingent upon sustained share price performance during a ten-year period following the closing of our initial business combination, and (i) occur when public shareholders (initially assumed to have invested at $10.00) make a return. As discussed above, the Price Threshold will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period, thereby creating an initial $10.00 performance watermark, which, in subsequent measurement periods, will remain at least at $10.00 unless exceeded by the VWAP for the immediately preceding measurement period (in which case such VWAP will become the new higher performance watermark that the Total Return will need to exceed for alignment shares to convert at a ratio that is greater than one-to-one).

• As compared to values yielded by the traditional SPAC Structure, described in the table above.

The alignment shares will be entitled to a number of votes representing 20% of our issued and outstanding ordinary shares prior to the completion of our initial business combination. Following completion of our initial business combination, the alignment shares will be entitled to one vote per share. On any other matter submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors or in a vote to transfer the company by way of continuation to a jurisdiction outside the Cayman Islands.

As further described under “Offering — Other Considerations and Conflicts of Interest — Compensation of Sponsor, Sponsor’s Affiliates and Directors and Officers,” we expect to make certain payments and reimbursements, or pay certain fees, to our sponsor, officers or directors, or our or their affiliates, including but not limited to the payment of $20,000 per month to our sponsor or one of its affiliates for office space, secretarial and administrative services. Our sponsor may also, but is not obligated to, enter into certain arrangements with us to finance transaction costs in connection with an initial business combination, including up to $1,500,000 of loans convertible into private placement GRAIL securities at a price of $10.00 per private placement GRAIL security at the option of the lender. As more fully discussed in the section of this prospectus entitled “Management — Conflicts of Interest,” our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us and there may be a conflict of interest in our director’s and officer’s determination as to how much time to devote to our affairs and to which entity a particular business opportunity is presented. We may also decide to acquire one or more businesses affiliated with our sponsor or our executive officers or directors, or our directors, officers, sponsor and their affiliates may sponsor or become affiliated with entities that have a similar activity than ours. Further, our officers and directors have indirect economic interests in us and/or our sponsor and a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination since our sponsor and directors may lose their entire investment in us or forego an opportunity to limit their losses if an initial business combination is not completed. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. For more information, including about our sponsor’s and our affiliates’ securities and compensation, also see “Summary — Other Considerations and Conflicts of Interest,” “The Offering — Alignment shares,” “The Offering — Transfer restrictions on alignment shares and private placement GRAIL securities,” “The Offering — Appointment of directors; Voting rights,” “Risk Factors — Risks Relating to our Securities-Since our sponsor and directors may lose their entire investment in us (other than with respect to public shares they may acquire during or after this offering) or forego an opportunity to limit their losses if our initial business combination is not completed and no liquidating distributions from assets outside the trust account are available, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination,” “Risk Factors — Risks Relating to our Sponsor and Management Team,”and “Principal Shareholders.”

Currently, there is no public market for our GRAIL securities, Class A ordinary shares or warrants. We intend to apply to have our GRAIL securities listed on the Nasdaq Global Market, or Nasdaq, under the symbol “GCGRU.” We expect that the Class A ordinary shares and warrants comprising the GRAIL securities will begin separate trading on the Nasdaq under the symbols “GCGR” and “GCGRW,” respectively, 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 the representatives of the underwriters permit earlier separate trading and we have satisfied certain conditions.

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 a high degree of risk. See “Risk Factors”on page 61 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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

(1) Includes $7,000,000, or $8,050,000 if the underwriters’ over-allotment option is exercised in full, payable to the underwriters upon the closing of this offering. Also includes $0.35 per GRAIL security, or $12,250,000 in the aggregate (or $14,087,500 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States, as described herein, and released to the underwriters only upon the consummation of an initial business combination. See also “Underwriting” for a description of compensation payable to the underwriters and for a description of reimbursements for expenses the underwriters have agreed to pay us at the closing of this offering.

Of the proceeds we receive from this offering and the sale of the private placement GRAIL securities described in this prospectus, $350,000,000, or $402,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per GRAIL security in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.

The underwriters are offering the GRAIL securities for sale on a firm commitment basis. The underwriters expect to deliver the GRAIL securities to the purchasers on or about , 2026.

Sole Book-Running Manager

Citigroup

, 2026.