FutureCorp Space Acquisition 1

Officers, Directors and Director Nominees

Our officers, directors and director nominees are as follows:

Sudhin R. Shahanihas served as our Chairman since April 2026 and was appointed to our Board at inception. Since March 2026, Mr. Shahani has served as a Managing Director of FutureCorp. From 2014 to July 2023, Mr. Shahani served as the Chairman of Surf Air Mobility Inc. (NYSE: SRFM), an air mobility and software company which he co-founded, and its predecessors, overseeing multiple strategic acquisitions as well as debt and equity capital raises of over $500MM and the public listing of the company on the New York Stock Exchange. From 2014 to December 2017, he also served as the Chief Executive Officer of Surf Air Mobility Inc. Mr. Shahani currently serves on the board of directors of Surf Air Mobility Inc. and chairs its Strategic Initiatives Committee. Between 2009 and 2013, Mr. Shahani served as Entrepreneur in Residence at Anthem Venture Partners, an early-stage venture capital firm, where he led investments and worked with a number of portfolio companies. Between 2004 and 2009, Mr. Shahani co-founded and served as the Chief Executive Officer of Musicane, a digital music and social commerce platform. Mr. Shahani served on the board of directors of Madefire from July 2013 to December 2018, and Panna from March 2012 to April 2019 (until their sale to Discovery Networks). Mr. Shahani holds a Bachelor of Science in Business Administration and Entrepreneurship with honors from Babson College.

Joshua B. Markshas served as our Chief Executive Officer and Chief Financial Officer since April 2026 and was appointed to our Board at inception. Since March 2026, Mr. Marks has served as a Managing Director of FutureCorp. Since 2018, Mr. Marks has served as a Chief Executive Officer of Anuvu Corporation (formerly Global Eagle Entertainment), a provider of satellite-based connectivity and media solutions to the aviation and maritime industries that was acquired by Platinum Equity in October 2025. From November 2024 through May 2026, Mr. Marks served as a Director of The Landline Company. From 2017 to 2022, Mr. Marks served as a Director of Wireless Maritime Services, a satellite telecommunications company that, during his service, was majority owned by AT&T. In 2022, an affiliate of CCP Capital Strategies LLC, a private equity investment firm, acquired 100% of the equity interests of Wireless Maritime Services, at which time Mr. Marks exited the board of directors. Between 2017 and 2018, Mr. Marks served as a Director of Santander Teleport S.L., an independent C-, Ku- and X-band satellite teleport and managed services provider for commercial and military applications. From 2016 to 2018, Mr. Marks served as Executive Vice President of Connectivity for Global Eagle Entertainment, overseeing the company’s satellite telecommunications and broadcasting services to aviation, maritime, enterprise and government sectors. Between 2015 and 2016, he served as Senior Vice President, Operations Solutions, overseeing the company’s avionics and data services unit. Between 2010 and its acquisition by Global Eagle Entertainment in 2015, Mr. Marks served as Chief Executive Officer and Founder of masFlight, a big-data analytics platform for the aviation industry. Between 2008 and 2010, Mr. Marks served as Chief Financial Officer of eJet Aviation Holdings, an aviation maintenance services company. Between 2003 and 2008, Mr. Marks co-founded MAXjet Airways, a premium transatlantic airline that completed an initial public offering on the London Stock Exchange’s AIM market in 2007, where he served as Executive Vice President, Chief Financial Officer and Vice President of Planning. Between 2002 and 2003, Mr. Marks served as Associate Director of the Aviation Institute at The George Washington University. Between 1999 and 2002, Mr. Marks served as Director and Chief Executive Officer of VelociGen, Inc. In 1998 and 1999, Mr. Marks served as President of Virtualis Systems. Mr. Marks holds a Master of Business Administration with distinction from Harvard Business School (1999) and a Bachelor of Arts magna cum laude from Harvard College (1997), where he was elected to Phi Beta Kappa.

Matthew A. Long has served as our General Counsel and our Sponsor’s General Counsel since May 2026. An experienced technology and aerospace executive, Mr. Long most recently served as a Vice President at xAI, from November 2025 to May 2026, where he led the company’s U.S. government business. Prior to joining xAI, Mr. Long served as General Counsel of Astranis Space Technologies, a San Francisco-based satellite company, from June 2024 until November 2025.

From March 2009 to November 2022, Mr. Long served as General Counsel at Palantir Technologies (NYSE: PLTR). During his 13-year tenure at Palantir, he led commercial and government contracting, strategic transactions, the company’s 2020 direct listing on the New York Stock Exchange, and notably guided the company’s growth from approximately 100 to 3,000 employees. Mr. Long holds a Bachelor of Arts from Stanford University and a Juris Doctor from Harvard Law School.

David J. Anderman will serve on our Board commencing upon the effective date of the registration statement of which this prospectus forms a part. Since 2021, Mr. Anderman has served as Co-Founder and General Partner of Stellar Ventures, a venture capital firm focused on the space economy. Since 2014, he has served as President of Proxima Centauri, a management consulting firm. Since December 2024, Mr. Anderman has served on the board of directors of Surf Air Mobility Inc. (NYSE: SRFM). From 2019 to 2020, he served as General Counsel of Space Exploration Technologies Corp. (SpaceX), during a period that included the launch of the Starlink satellite constellation and the first crewed NASA mission on a commercial spacecraft. Between 1998 and 2014, Mr. Anderman served at Lucasfilm Ltd., where he rose from Associate Director of Business Affairs to General Counsel and Chief Operating Officer, and played a key role in the negotiation of the company’s $4.05 billion acquisition by The Walt Disney Company in 2012. Mr. Anderman began his career as an intellectual property litigator in Silicon Valley. Mr. Anderman holds a Juris Doctor degree from the University of Pennsylvania Carey Law School and a Bachelor of Arts in Political Science and Film Theory from the University of Pennsylvania.

Shawn K. Pelsinger will serve on our Board commencing upon the effective date of the registration statement of which this prospectus forms a part. Since April 2025, Mr. Pelsinger has served as Chief Administrative Officer of Acrisure, LLC, overseeing legal, human resources and regulatory affairs. Since October 2025, he has served on the board of directors of Surf Air Mobility Inc. (NYSE: SRFM). Since January 2015, Mr. Pelsinger has served as a Lecturer of Law at Columbia Law School, where he teaches Technology and Venture Capital Law. Between March 2015 and April 2025, he served at Palantir Technologies Inc. (NYSE: PLTR), where he served as Global Head of Corporate Development, overseeing strategic transactions and partnerships. Between 2011 and 2013, Mr. Pelsinger was an associate attorney at Shearman & Sterling LLP. Between 2013 and 2015, he served as a Jacobson Fellow at NYU School of Law. Between 2005 and 2006, he served as an AmeriCorps member with the American Red Cross. Mr. Pelsinger holds a Juris Doctor from New York University School of Law, a Master of Laws in Human Rights Law from NYU, and a Bachelor of Arts in Economics from Penn State University’s Schreyer Honors College.

John R. Tuttle will serve on our Board commencing upon the effective date of the registration statement of which this prospectus forms a part. Mr. Tuttle is an experienced public company executive with deep expertise in capital markets, corporate strategy, growth, and governance. Since 2025, Mr. Tuttle has served on the board of directors of Northpointe Bank (NYSE: NPB). Between 2024 and 2026, Mr. Tuttle served as President of Acrisure, LLC, a global fintech leader in insurance and financial services. From 2007 to 2024, he served in a series of senior leadership roles at the New York Stock Exchange, including as Vice Chairman, Chief Commercial Officer, Chief Operating Officer, and Global Head of Listings. Earlier in his career, he served in roles at the U.S. Department of State. Mr. Tuttle holds a Master of Business Administration in Finance from the University of Notre Dame’s Mendoza College of Business and a Bachelor of Business Administration from Eastern Michigan University.

Number and terms of office of officers and directors

Our Board will consist of five members and will be divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first

fiscal year end following our listing on the NYSE. The term of office of the first class of directors, which will consist of [•], will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of [•], will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of [•], will expire at the third annual general meeting.

Our officers are appointed by our Board and serve at the discretion of our Board, rather than for specific terms of office. Our Board is authorized to vote to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Director Independence

NYSE rules require that a majority of our Board be independent within one year of our initial public offering, subject to certain phase-in provisions. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the commencement of trading of our units on the NYSE, we expect to have three “independent directors” as defined in NYSE rules and applicable SEC rules prior to completion of this offering. Our Board expects to determine that David J. Anderman, Shawn K. Pelsinger and John R. Tuttle are “independent directors” as defined in NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:

• Repayment of up to an aggregate of $400,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

• Payment of consulting, success or finder fees to our sponsor, officers, directors, or their respective affiliates in connection with the consummation of our initial business combination;

• We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a fee in an amount that constitutes a market standard for comparable transactions;

• Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and

• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination company at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to our Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Upon the commencement of trading of our units on the NYSE, our Board will establish three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. Subject to phase-in rules, the rules of the NYSE and Rule 10A-3 of the Exchange Act, we are required to have at least three independent directors on our audit committee. The rules of the NYSE further require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our Board and will have the composition and responsibilities described below.

Audit Committee

Upon the commencement of trading of our units on the NYSE, our Board will establish an audit committee of the Board. Each of John Tuttle, Shawn Pelsinger and David Anderman will serve as the members of our audit committee. Subject to phase-in rules, under NYSE listing standards and applicable SEC rules, we are required to have at least three independent directors on our audit committee. John R. Tuttle, Shawn K. Pelsinger and David J. Anderman are each independent.

Mr. Tuttle will serve as the chair of the audit committee. Each member of the audit committee is financially literate and our Board has determined that Mr. Tuttle qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:

• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

• pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

• setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

• meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

• reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Upon the commencement of trading of our units on the NYSE, our Board will establish a compensation committee of our Board. The members of our compensation committee will be David J. Anderman and Shawn K. Pelsinger. Mr. Anderman will serve as chair of the compensation committee.

Under NYSE listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Mr. Anderman and Mr. Pelsinger are each independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

• reviewing and making recommendations to our Board with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

• producing a report on executive compensation to be included in our annual proxy statement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

Prior to the consummation of this offering, we will establish a nominating and corporate governance committee of the Board. Mr. Tuttle, Mr. Pelsinger and Mr. Anderman will serve as members of our nominating and corporate governance committee with Mr. Anderman serving as the chair of the nominating and corporate governance committee. Under NYSE listing standards and applicable SEC rules, we are required to have at least two members of the nominating and corporate governance committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under NYSE listing standards applicable to members of the compensation committee.

We will adopt a nominating and corporate governance committee charter, which will detail the principal functions of the nominating and corporate governance committee, including:

• identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to the Board, candidates for nomination for election at the annual general meeting or to fill vacancies on the Board;

• developing and recommending to the Board and overseeing implementation of our corporate governance guidelines;

• coordinating and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of our company; and

• reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our Board. Following our initial business combination, our Board will consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board should follow the procedures set forth in our amended and restated memorandum and articles of association.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our Board.

Compensation Recovery Policy

We will adopt a compensation recovery policy that is compliant with NYSE rules as required by the Dodd-Frank Act.

Code of Ethics

Prior to the consummation of this offering, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC’s website atwww.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our Board will be provided without charge upon request from us. See the section of this prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• duty to not improperly fetter the exercise of future discretion;

• duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities, he or she may honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity first (unless such opportunity was presented to such individuals in his or her capacity as an officer or director of our company), subject to their fiduciary duties under Cayman Islands law, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (including as described above). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships, to the extent applicable:

In addition, our sponsor (including its members) and our officers and directors have sponsored or formed, and may sponsor or form, other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. See“Proposed Business — Our Management Team — SPAC Experience.”As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

• Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

• Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange 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. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds$12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they 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 sponsor and members of our management team will, directly or indirectly, own our securities following this offering, and accordingly, they 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. Upon the closing of this offering, assuming the underwriters’ over-allotment option is not exercised, our sponsor will have invested in us an aggregate of $4,025,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $4,000,000 purchase price for the private placement warrants (or $1.00 per warrant). Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares in this offering or if our sponsor were required to pay cash to exercise the private placement warrants.

• Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they 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 as such compensation will not be received unless we consummate such business combination.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

• In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons 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 as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

• Similarly, if we agree to pay our sponsor, officers, directors, or their respective affiliates, a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons 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 as any such fee may not be paid unless we consummate such business combination.

• We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor (including its members), officers, or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor (including its members), officers, or directors; accordingly, such affiliated person(s) 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 as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

• We will pay our sponsor, FutureCorp Space Acquisition 1 LLC, $20,000 per month for office space, utilities, secretarial and administrative support, and other related services rendered prior to the consummation of our initial business combination, which amounts will be accrued from the closing of this offering and will only be payable upon the successful completion of our initial business combination.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor (including its members), officers, or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor (including its members), officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers, directors, or their respective affiliates, a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right

to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. However, if the non-managing sponsor investors purchase or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.