FutureCorp Space Acquisition 1

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “we,” “us,” “company” or “our company” are to FutureCorp Space Acquisition 1, a Cayman Islands exempted company;

• “amended and restated memorandum and articles of association” are to the Company’s second amended and restated memorandum and articles of association which become effective on the effective date of the registration statement of which this prospectus forms a part;

• “Board” are to the board of directors of our Company;

• “Class A ordinary shares” are to the Class A ordinary shares of par value US$0.0001 each in the capital of the Company;

• “Class B ordinary shares” are to the Class B ordinary shares of par value US$0.0001 each in the capital of the Company;

• “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

• “completion window” are to the period of time (a) commencing on, and including, the closing date of this offering and (b) ending on the date that is 24 months from the closing of this offering, such earlier liquidation date as our Board may approve, or such later date by which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. Our shareholders can vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered an opportunity to redeem their public shares;

• “Excise Tax” means the U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022;

• “founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

• “initial shareholders” are to our sponsor and any other holders of our founder shares immediately prior to this offering;

• “Investment Company Act” are to the Investment Company Act of 1940, as amended;

• “management” or our “management team” are to our officers and directors;

• “managing members” of our sponsor are to the persons serving as a “manager” of our sponsor under the terms of its organizational documents;

• “non-managing sponsor investors” means certain institutional investors (none of which are affiliated with any member of our management, other members of our sponsor or any other investor) that have expressed an interest to indirectly purchase, through the purchase of non-managing sponsor membership interests an aggregate of [] private placement warrants at a price of $1.00 per warrant ($[] in the aggregate); subject to each non-managing sponsor investor purchasing, through the sponsor, the private placement warrants allocated to it in connection with the closing of

this offering, the sponsor will issue membership interests at a nominal purchase price of $0.004 to the non-managing sponsor investors at the closing of this offering reflecting interests in an aggregate of [______] founder shares, representing approximately []% of the founder shares held by the sponsor (or approximately []% if the over-allotment option is exercised in full). None of the non-managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering;

• “ordinary resolution” are to a resolution of the company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively;

• “private placement warrants” are to the warrants issued to our sponsor and Cantor Fitzgerald & Co. in a private placement simultaneously with the closing of this offering;

• “public shares” are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “public shareholders” are to the holders of our public shares, including our initial shareholders and members of our management team and any non-managing sponsor investors to the extent our initial shareholders or members of our management team or any non-managing sponsor investors purchase public shares, provided that each initial shareholder’s, member of our management team’s, and any non-managing sponsor investors’ status as a “public shareholder” will only exist with respect to such public shares;

• “public warrants” are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “special resolution” are to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in our amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “sponsor” are to FutureCorp Space Acquisition 1 LLC, a Delaware limited liability company which was recently formed to invest in our company, as further discussed under “Sponsor Information,” below; and

• “warrants” are to our public warrants and private placement warrants.

Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

Our Company

We are a blank check company incorporated on March 12, 2026 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, 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. We may pursue an initial business combination in any business or industry but expect to focus on a target in industries that complement our management team’s background.

While we may pursue an initial business combination target in any industry or geographic region, we intend to concentrate on companies in the global space economy and adjacent industries, including space manufacturing and component supply chains, launch platforms, in-orbit services and habitats, in-orbit computing and manufacturing, space-based telecommunications and Earth observation, and defense-related activities, as is more fully described below.

We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate.

Our Management Team

Our management team includes seasoned executives, including Sudhin R. Shahani and Joshua B. Marks. We believe our management team’s distinctive and complementary backgrounds, including experience at SpaceX, Palantir, the NYSE and other frontier technology companies, can have a transformative impact on a target business. Our team will deploy a proactive, thematic sourcing strategy and will focus its efforts on companies where we believe the combination of our operating expertise, transaction execution capabilities, professional relationships and capital markets expertise can catalyze the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. Mr. Shahani and Mr. Marks are also founders of FutureCorp, a newly-formed permanent capital investment platform focused on investing across the space industry. Our management’s sector expertise and long-term perspective allows us to develop a broader set of sourcing relationships, on behalf of a target business and our shareholders.

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. In addition to industry and investment community relationships, we plan to leverage relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target business and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads with the eventual goal to complete a successful business combination.

Officers

Detailed biographies for our officers are set forth below:

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.

Past performance of our management team or their affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under“Management — Conflicts of Interest.”

We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles,

or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Investors should be aware that FutureCorp intends to launch additional investment products in the future, which may include other special purpose acquisition companies and additional vehicles focused on the space ecosystem. Other FutureCorp-affiliated vehicles launched in the future may compete with us for investment opportunities or for the time and attention of our management team. For a discussion of these and related considerations, see “Risk Factors — Conflicts of Interest.”

Our Board of Directors

Directors

Our Board currently includes two (2) members and is led by our Chairman, Mr. Shahani. Our Board consists of industry leaders and experienced investors. Each brings diversity of experience, perspective and industry contacts, which together, creates a distinguished board of directors.

Commencing upon the effective date of the registration statement of which this prospectus forms a part, our Board will consist of five (5) members. At that time, in addition to Sudhin R. Shahani and Joshua B. Marks, our Board will be comprised of:

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.

SPAC Experience

We will seek to capitalize on the significant experience and contacts of Mr. Shahani, our Chairman, Mr. Marks, our Chief Executive Officer and Chief Financial Officer, and our directors and affiliates of our sponsor, to identify, evaluate, acquire and operate a target business. If we elect to pursue an investment outside of the aforementioned

sectors, our management’s expertise related to that industry may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. While no member of our management team has previously served as an officer, director or sponsor of a special purpose acquisition company, members of our management team have experience with special purpose acquisition companies through adjacent roles, including the following:

• Mr. Marks serves as Director and Chief Executive Officer of Anuvu Corporation, the successor to Global Eagle Entertainment, which was formed through a business combination with Global Eagle Acquisition Corp. (NASDAQ: EAGL) in 2013. In that role, Mr. Marks has gained substantial operating experience leading a company that originated from a special purpose acquisition company business combination, including direct perspective on the strategic, operational and capital markets considerations relevant to the successful execution and post-combination performance of a de-SPAC business.

• Mr. Tuttle previously held senior leadership roles at the New York Stock Exchange, including Chief Commercial Officer, where he oversaw the listings and subsequent business combinations of approximately 300 special purpose acquisition companies listed on the NYSE and NYSE American between 2014 and 2024. In that role, Mr. Tuttle gained institutional perspective on the full SPAC lifecycle — including offering structures, business combination processes and post-combination trading dynamics across a broad cross-section of sponsors and industries.

• Mr. Anderman served as an advisor to PowerUp Acquisition Corp., a special purpose acquisition company focused on the gaming industry, from 2021 to 2023. In that capacity, Mr. Anderman worked with the PowerUp team on the identification and evaluation of potential target businesses and related business combination considerations in the gaming ecosystem.

Competitive Strengths

We believe that the sourcing, valuation, diligence and execution capabilities of our management team and extended network of relationships should provide us with a significant pipeline of opportunities from which to evaluate and select a business to merge with that will benefit from our collective expertise.

Our competitive strengths include the following:

• Extensive Network of Space-Industry Relationships. We believe the capabilities and connections of our management team within the space economy, aerospace, technology, telecommunications, defense, capital markets and venture capital industries will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate. Members of our management team have industry relationships and experience at public companies, including SpaceX and Palantir, that we believe will provide us with a competitive advantage not only with respect to transaction sourcing but also with respect to our ability to conduct differentiated due diligence on a target company and our attractiveness as a partner for the target company.

• Differentiated Operating Experience. We believe the executive-level operational experience and expertise resident within our management team will make us an attractive partner to prospective target companies. Our team brings decades of experience building and scaling technology and infrastructure businesses, navigating complex regulatory environments and driving operational improvement across public and private enterprises.

• Capital Markets and Public Company Expertise. Our management team includes individuals with deep experience in guiding companies through initial public offerings, public company governance and capital markets transactions, as executives, advisors and stock exchange officers. Our team’s experience in managing public companies and in advising growth-stage businesses on public market readiness positions us well to help a target company navigate the transition to being a publicly traded enterprise.

• Execution and Structuring Capability. Our management team believes that our combined expertise and reputation will allow us to source and complete transactions that will provide a positive outcome for existing owners of prospective targets while at the same time creating an attractive investment for public equity investors. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation.

With respect to the foregoing, past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate or candidates for our initial business combinations. You should not rely on the historical record of our management’s performance as indicative of our future performance.

Business Combination Criteria and Strategy

While we may acquire a business in any industry and in any geography, we plan to focus our pursuit for business combination opportunities with companies operating in the global space economy and adjacent supply chain sectors, including businesses in the technology, telecommunications, defense and manufacturing segments. We intend to focus on industrial space platforms, as opposed to consumer-oriented space tourism. We intend to evaluate companies engaged both directly and indirectly in our target sectors, including those companies involved in providing the necessary infrastructure to support the long-term growth of our target sectors.

We define the space economy as the full range of economic activities generated by operating in and utilizing outer space, including the supporting supply chain and Earth-based services that depend on space-based inputs. According to the Space Foundation, revenue in the commercial space sector grew to approximately $613 billion in 2024, up from approximately $450 billion in 2020. Independent forecasts project further growth to over $1 trillion by the early 2030s.

We believe the space economy is primed for rapid expansion. A primary growth driver for the space economy has been the dramatic reduction in the cost of access to space. According to NASA (Jones, ICES-2018-81) and the CSIS Aerospace Security Project, the cost of launching payloads to low Earth orbit fell by a factor of approximately 20 (approximately 95%) when comparing the Space Shuttle ($54,500/kg) to the SpaceX Falcon 9 ($2,720/kg). This decline has been driven by reusable rocket technology, with SpaceX achieving the first successful orbital-class booster landing in December 2015, as well as advances in manufacturing processes, including 3D-printed rocket components and mass-manufactured satellite subsystems. The growing number of launch providers has increased competition, expanded payload capacity and enabled faster launch schedules. Blue Origin achieved its first orbital flight with the New Glenn vehicle in January 2025, and Rocket Lab completed 21 consecutive successful Electron launches in 2025. We expect new launch technologies to compound capacity growth and accelerate innovative space applications. SpaceX’s Starship vehicle, currently in development, is designed to carry up to 150 metric tons per launch to low Earth orbit and, at projected operational cadence, could further reduce per-kilogram launch costs by an order of magnitude.

We believe economic access to launch, accelerating government spending, and fast-growing capital investment in space, together, enable new private sector opportunities and business models across a wide range of space-to-space and space-to-ground services. These include launch services and reusable vehicles; satellite hardware and subsystems; positioning, navigation and connectivity; space habitats and human presence infrastructure; space-related manufacturing and its supply chains; in-space commerce, logistics and servicing; earth observation, remote sensing and geospatial intelligence; space-based telecommunications; and defense, national security and dual-use space applications.

Geopolitical developments have further underscored the strategic importance of space for defense and national security, with increased government funding for space programs. The Russian anti-satellite test in 2021 and cyber intrusions on satellite communications terminals at the outset of the invasion of Ukraine in 2022 are among numerous incidents demonstrating both the vulnerabilities and the centrality of space assets to modern warfare. As a result, space has become a growing strategic and budgetary priority for governments worldwide. According to the Space Foundation, governments spent approximately $135 billion on space in 2024, of which approximately $73 billion was directed toward defense. The U.S. Space Force has received substantial increases in recent years, with its fiscal year 2026 funding reaching approximately $40 billion when discretionary and reconciliation funding are included, and NASA’s fiscal year 2026 budget was enacted at approximately $24.4 billion. The fiscal year 2026 defense appropriations directed approximately $13.4 billion to space and missile defense programs associated with the Golden Dome homeland defense initiative. In December 2025, the U.S. Space Development Agency awarded approximately $3.5 billion in contracts to L3Harris Technologies, Lockheed Martin, Northrop Grumman and Rocket Lab for 72 satellites in the Tracking Layer Tranche 3 of the Proliferated Warfighter Space Architecture, a low Earth orbit constellation designed to include more than 1,000 satellites, with deployment of the first tranche expected to continue through 2026 and 2027.

The U.S. government is also diversifying awards to include newer entrants, including Anduril’s April 2026 selection for the Andromeda Program supporting geosynchronous reconnaissance and surveillance; Blue Origin’s April 2025 selection for launch services; and Impulse Space’s October 2024 selection from Space Systems Command.

In addition, global governments are increasingly pursuing sovereign space capabilities, which we believe is driving sustained demand across public- and private-sector companies and their supply chains for satellites, subsystems and the specialized materials used in space-grade high-volume manufacturing. We believe these dynamics are catalyzing sustained demand for both enabling technologies, such as launch vehicles, satellites and sensors, and downstream applications, including analytics and intelligence services.

Private investment in the space sector to fund research and development, commercial programs and manufacturing has expanded significantly, positioning privately-held space companies to benefit from both commercial and government demand. According to Space Capital, cumulative private investment in space companies has reached approximately $291 billion since 2015, deployed across more than 1,830 unique companies. Annual private investment reached approximately $26 billion in 2024, representing a 30% year-over-year increase.

The scope of private space activity has also broadened beyond traditional satellite and launch segments. Applications that were historically the exclusive domain of government agencies are increasingly being developed and operated by private companies. In addition, private companies are pursuing novel commercial applications in space, including pharmaceutical and biotechnology research in microgravity, in-orbit manufacturing of specialty materials and in-orbit data centers for cloud computing and artificial intelligence workloads. We believe these developments reflect an acceleration in privately funded space activity, with private capital now complementing government spending as a major catalyst for sector growth.

With the sector’s growth and strategic significance, we believe numerous high-potential space companies will seek public market access. As of April 2026, 15 privately held space companies have disclosed last-round valuations over $1 billion. We believe that additional privately held space companies have completed financings at valuations exceeding $1 billion that have not been publicly disclosed, including U.S. and European space companies whose rounds were conducted on an unannounced basis. We believe that public market listings provide these companies and other fast-growing space ventures not only with access to capital for growth but also with the reporting transparency and governance standards that can enhance credibility with government agencies and private sector customers seeking to evaluate the financial stability and operational performance of their counterparties. We further believe that well-positioned companies with differentiated technologies, scalable business models and clear paths to commercialization will continue to attract significant investor interest and represent compelling business combination opportunities for us.

We also believe that space economy market growth will continue to accelerate. First, we believe the convergence of artificial intelligence and in-orbit data processing represents a significant new category of commercial opportunity. In-orbit computing infrastructure can offer latency advantages over terrestrial alternatives for long-distance data transmission, as signals traveling through free space propagate approximately 50% faster than through fiber optic cable. Hosting AI engines from space has the potential to reduce agent latency for time-sensitive applications, including defense, where the U.S. Space Development Agency is developing on-orbit data processing architectures for real-time targeting, and disaster response, where on-board satellite processing can reduce data transmission requirements by up to 80%, as compared to ground-based processing. Second, prominent technology companies are investing heavily to claim first-mover advantages in space-based services and infrastructure, with Amazon having committed approximately $10 billion to its Project Kuiper satellite constellation and SpaceX having expanded Starlink from approximately 4.6 million subscribers at year-end 2024 to approximately 9.2 million subscribers across approximately 155 countries, territories and markets as of year-end 2025, representing a near-doubling of the Starlink subscriber base during 2025. We believe these dynamics reflect a broader competitive environment in which major private sector participants view privately funded space as a generational opportunity. First-movers can also claim orbital positions and spectrum priority that confer meaningful competitive advantages if operators are adequately financed to build, launch and begin operations on schedule.

Our acquisition and value creation strategy will be to identify, acquire and, after our initial business combination, build a value accretive company. Our acquisition strategy will leverage our network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the space, defense, technology and supply chain industries could effect a positive transformation. Our goal is to build a focused business with multiple competitive advantages that have the potential to improve the target business’s overall value proposition.

Specifically, our strategy is to:

• utilize our deep understanding of emerging private sector trends and governmental priorities within the commercial space and defense technology segments to identify the most attractive segments and to assess suitable business combination candidates;

• develop a large pipeline of actionable space investment opportunities through our long-standing relationships and proprietary deal sourcing networks; and

• leverage the strategic, transactional and operating experience of our management team to engage with and diligence likely business combination targets to consummate a transaction.

Our management team’s objectives are to generate attractive returns for shareholders and to enhance the value of the business we combine with by improving operational performance of the acquired company and assisting it in its transition into being a publicly traded company. We expect to favor opportunities with certain industry and business characteristics, including a large addressable market; compelling long-term secular growth; attractive competitive dynamics; and inorganic growth and consolidation opportunities. Other characteristics of attractive consolidation targets include: high-caliber executive and management team; minimal technical risk to operation or project; strong cash generation or contracted future growth from government or civilian customers; market-leading product or service operating within accepted regulatory frameworks; potential for growth in excess of relevant industry average; high barriers to entry; solid base of recurring revenue; resilient to economic cycles; established, high-quality customer base; long-term customer relationships and contracts; attractive overall financial profile; opportunity for operational improvements; attractive steady-state margins and free cash flow characteristics; and potential to benefit from our long-term sponsorship as it seeks to accelerate growth in the public markets.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience.

The members of our management team have decades of combined experience in:

• developing and fostering relationships with business owners, management teams and various types of capital providers;

• sourcing, structuring, conducting diligence and financing complex acquisitions;

• structuring and negotiating transaction terms favorable to investors;

• executing transactions in multiple geographies and under varying economic and financial market conditions;

• accessing the capital markets, including financing businesses and helping companies transition to public ownership; and

• providing strategic guidance at the board level to assist in ongoing shareholder value creation as an independent public company.

We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles,

or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate.

Sourcing of Potential Initial Business Combination Targets

We believe our management team’s distinctive and complementary backgrounds can have a transformative impact on a target business. Our team will deploy a proactive, thematic sourcing strategy and will focus its efforts on companies where we believe the combination of our operating experience, transaction execution capabilities, professional relationships and capital markets expertise can serve as catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders.

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. In addition to industry and investment community relationships, we plan to leverage relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. Our Board is expected to further extend these sourcing, corporate development and capital markets relationships. During his tenure at the NYSE, Mr. Tuttle oversaw the institution’s relationships with its listed issuers, including equity offerings and capital raises. Mr. Anderman previously served as General Counsel of SpaceX where he was responsible for corporate transactions and strategic partnerships. Mr. Pelsinger was previously Global Head of Corporate Development and Senior Counsel at Palantir Technologies, leading corporate development and strategic transactions across sectors including financial services, insurance, aviation, telecommunications and space. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target business and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads with the eventual goal to complete a successful business combination.

Competitive Landscape

We believe we are in a unique position to take advantage of the robust pipeline of high-quality SPAC business combination targets. However, we expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other SPACs and other entities competing for the types of businesses we intend to acquire. In recent years, the number of SPACs that have been formed has increased substantially. Because there are more SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms, which could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination. See“Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless”and“Risk Factors — As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested in consummating a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.”

Acquisition Process

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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 either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our Board may approve, to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination within the completion window, we may seek shareholder approval for amendments to our amended and restated memorandum and articles of association for an extension at a general meeting called for such purpose. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable (excluding any Excise Tax, or similar tax, that is imposed on us, if any)), divided by the number of then issued and outstanding public shares, subject to applicable law. There are no limitations as to the duration of an extension or the number of times the completion window may be extended by shareholders via an amendment to our amended and restated memorandum and articles of association. Public shareholders will be offered the opportunity to vote on and redeem their shares in connection with any such extension.

If we are unable to complete our initial business combination within 24 months from the closing of this offering and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our Board may approve, 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 earned thereon (less taxes payable (excluding any Excise Tax, or similar tax, that is imposed on us, if any)) and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to consummate our initial business combination within the completion window or fail to obtain shareholder approval to extend the completion window, or by such earlier date as our Board may approve, our sponsor’s investment in our founder shares and our private placement warrants will be worthless.

NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our Board will make the determination as to the fair

market value of our initial business combination. If our Board is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our Board will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

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.

Members of our management team and our independent directors will, directly or indirectly, own founder shares and/or private placement warrants 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. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our Board may approve, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of 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.

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, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, 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.

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. Any such companies, businesses or investments may present additional conflicts of interest in pursuing 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.

On or prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution, and those securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares intended to maintain the initial shareholders’ 20% ownership, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable

to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor Information

Our sponsor is a Delaware limited liability company, which was formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Sudhin R. Shahani and Joshua B. Marks are members of FutureCorp LLC, the managing member of Pubco Acquisition Corp LLC, which is the managing member of FutureCorp Space Acquisition 1 LLC (“Sponsor”), our sponsor, and indirectly hold voting and investment discretion with respect to the ordinary shares held of record by Sponsor. Assuming the underwriters’ over-allotment option is exercised in full, our officers and directors will collectively receive an indirect interest in approximately [•]% of the founder shares held by our sponsor and approximately [•]% of the private placement warrants held by our sponsor through membership interests in Sponsor. Other third-party accredited investors with pre-existing business relationships with our management team and sponsor own an indirect interest in approximately [•]% of the founder shares held by our sponsor and approximately [•]% of the private placement warrants held by our sponsor (assuming the exercise in full of the underwriters’ over-allotment option). As of the date of this prospectus, other than Joshua B. Marks and Sudhin R. Shahani, no other person has a direct or indirect material interest in our sponsor. Other than Joshua B. Marks and Sudhin R. Shahani, no other members of our sponsor will participate in our company’s activities or have any right to control the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.

Additionally, subject to each non-managing sponsor investor purchasing, through the sponsor, the private placement warrants allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price of $0.004 per share to the non-managing sponsor investors reflecting interests in an aggregate of [] founder shares, representing approximately []% of the founder shares held by the sponsor (or approximately [____]% if the over-allotment option is exercised in full). Non-managing sponsor investors will have no right to control the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

(1) Of the Class B ordinary shares, the non-managing sponsor investors own, indirectly through the purchase of non-managing membership interests, an aggregate of [_______] Class B ordinary shares, which were purchased for $0.004 per share.

(2) The non-managing sponsor investors have expressed an interest to purchase, indirectly through the purchase of non-managing membership interests, an aggregate of [] private placement warrants ($[] in the aggregate) at a price of $1.00 per warrant (whether or not the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering.

Because our sponsor acquired the founder shares at a nominal price (approximately $0.004 per share), our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, 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 intended to maintain the initial shareholders’ 20% ownership, which may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. In addition, the exercise of the private placement warrants purchased by our sponsor and Cantor Fitzgerald & Co. at the closing of this offering would increase the dilution to our public shareholders. Also, the conversion of any working capital loans into private placement warrants, as well as the exercise of such private placement warrants, would further increase the dilution to our public shareholders. See the sections titled“Risk Factors — Risks Relating to our Securities—The nominal purchase price paid by our sponsor 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, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline”and“Dilution.”Additionally, 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 to members of our management team 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.

The founder shares will automatically convert into Class A ordinary shares (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) immediately prior to, concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further 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 sold in this offering and related to or in connection with 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, 20% of the sum of (i) all ordinary shares issued and outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares issuable upon exercise of the private placement warrants), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the closing of our initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination and any redemptions of Class A ordinary shares by public shareholders in connection with any amendment to our amended and restated memorandum and articles of association made prior to the consummation of the initial business combination (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 the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

If we increase or decrease the size of this offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Such dilution could materially increase to the extent that the anti-dilution provision of the founder shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination to maintain the number of founder shares at 20% (as described above).

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below.

Up to 750,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement warrants or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon 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 as set forth therein.

Pursuant to the letter agreement to be entered with us, each of our sponsor, directors and officers have agreed to a lock-up and restrictions on their ability to transfer, assign, or sell the founder shares and private placement warrants and securities underlying the private placement warrants.

The securities held by the sponsor are expected to only be distributed directly to the members of the sponsor following the consummation of our initial business combination, provided that such members agree to become subject to the applicable transfer restrictions with respect to such securities, including the letter agreement. Indirect transfers of the securities held by the sponsor, such as to another member of the sponsor or their affiliate, a family member or a new member of the sponsor, may be permitted with the prior consent of Sudhin R. Shahani and Joshua B. Marks, members of our sponsor’s managing member, so long as such transfer complies with the applicable transfer restrictions with respect to such securities described in the table above to the same extent as the party originally subject to such restrictions. See “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.”

While non-managing members will not be a direct party to the letter agreement discussed, as a result of their ownership of membership interests in the sponsor, they will be bound by the restrictions set forth above with respect to their allocated founder shares, the private placement warrants and securities underlying the private placement warrants (including the restriction on transfer of their membership interests because the letter agreement prohibits indirect transfers). However, the non-managing sponsor investors will not be subject to transfer restrictions or a lock-up agreement on any public units, public Class A ordinary shares or public warrants that they may purchase in this offering.

Pursuant to the sponsor’s operating agreement, the sponsor membership interests (including the interests held by the non-managing sponsor investors) may not be sold, transferred, assigned, pledged, mortgaged, charged, hypothecated, exchanged or otherwise disposed, directly or indirectly prior to the consummation of the business combination, except in certain limited circumstances, including to such member’s affiliates, immediate family, or to a trust, the primary beneficiary(ies) of which is a member or members of such member’s immediate family, or with the prior consent of the managing member.

The securities held by the sponsor are only expected to be distributed directly to the members of the sponsor in connection with or following the consummation of our initial business combination, provided that such members agree to become subject to the applicable transfer restrictions with respect to such securities, including the letter agreement. Indirect transfers of the securities held by the sponsor may be permitted with the prior consent of the managing member of our sponsor, as long as such transfer complies with the applicable transfer restrictions with respect to such securities to the same extent as the party originally subject to such restrictions. See “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.”

Corporate Information

Our executive offices are located at 8605 Santa Monica Blvd., #54207, Los Angeles, CA 90069, and our telephone number is (213) 524-9594. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.

In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, the NYSE will consider us to be a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of NYSE corporate governance requirements.