Pioneer Acquisition I Corp

S-11 pioneeracq1_s1.htm S-1

As filed with the U.S. Securities and Exchange Commission on May 29, 2025.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Mitchell Creem

131 Concord Street

Brooklyn, NY 11201

Telephone: (347) 720-2907

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Winston & Strawn LLP

800 Capitol St. STE 2400

Houston, TX 77002

Telephone: (713) 651-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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

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

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

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

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

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

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

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

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED May 29, 2025

$220,000,000

22,000,000 Units

Pioneer Acquisition I Corp is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any industry or geographic region.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,300,000 additional units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay our income taxes), divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares. Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent, as described in more detail in this prospectus. See “*Summary—The Offering— Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote”*on page 39 of the prospectus. Additionally, as our amended and restated memorandum and articles of association provides that we may not consummate an initial business combination if we cannot maintain net tangible assets of $5,000,001 upon such business combination, we may redeem up to such number of Class A ordinary shares that would permit us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially all of our cash to pay the purchase price, we may not be able to consummate our initial business combination. For further information, see “Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” on page 39 of the prospectus and “Risk Factors—Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination—The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure” on page 49 of the prospectus. Except for income taxes, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on the company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 (“IRA”) on any redemptions or stock buybacks by the company. We will have 24 months from the closing of this offering, or until such earlier liquidation date as our board of directors may approve, to consummate an initial business combination. Our public shareholders will be permitted to redeem their shares regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposed business combination. We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering (any such extension would be made in compliance with Nasdaq Rule 5101-2(d)). Such a vote, under Cayman Islands law, must be approved by at least two-thirds of our ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. As described herein, our initial shareholders, executive officers, and directors have agreed that they will not propose any such amendment unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay our income taxes), divided by the number of then-outstanding public shares, subject to the limitations described herein. If we are not able to complete an extension during this time period, we may be forced to liquidate.

Our sponsor, Pioneer Acquisition 1 Sponsor Holdco LLC, Cantor Fitzgerald & Co. and Odeon Capital Group LLC have committed to purchase an aggregate of 6,400,000 private placement warrants, at a price of $1.00 per warrant, for an aggregate purchase price of $6,400,000, in a private placement that will close simultaneously with the closing of this offering. Our sponsor will purchase 4,200,000 private placement warrants, and Cantor Fitzgerald & Co. and Odeon Capital Group LLC will purchase an aggregate of 2,200,000 private placement warrants. Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described in this prospectus. [●] institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which we refer to as the “non-managing sponsor members” throughout this prospectus, have expressed an interest to purchase, indirectly through the purchase of non-managing member units, an aggregate of 2,700,000 private placement warrants at a price of $1.00 per warrant ($2,700,000 in the aggregate) whether or not the underwriters’ over-allotment option is exercised in full, of the 4,200,000 private placement warrants to be purchased by our sponsor through the purchase of non-managing sponsor units in a private placement that will close simultaneously with the closing of this offering. Subject to each non-managing sponsor member purchasing, indirectly through the sponsor, the private placement warrants allocated to it in connection with the closing of this offering, the sponsor will issue sponsor units at a nominal purchase price to the non-managing sponsor members reflecting interests in an aggregate of 2,160,000 Class B ordinary shares held by the sponsor. The non-managing sponsor investors will share in any appreciation of the founder shares through their membership interests in the sponsor if we successfully complete a business combination. Accordingly, non-managing sponsor investors’ interests in the founder shares owned by them indirectly through their membership interests in the sponsor may provide them with an incentive to vote any public shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders. The non-managing sponsor members’ purchase of units in the offering is not conditioned on their indirect purchase of private placement warrants and founder shares or vice versa. We do not believe that any purchases by the non-managing sponsor members will impact our ability to meet Nasdaq listing requirements, and per Nasdaq listing requirements the Underwriters anticipate being able to timely deliver requisite representation letters to Nasdaq attesting to the company’s compliance with certain Nasdaq listing requirements.

None of the non-managing sponsor members have expressed to us an interest in purchasing any of the units in this offering and neither us nor the Underwriters has had discussions with any non-managing sponsor members regarding any purchases of units in this offering. Any potential purchase of the non-managing sponsor membership interests would not be contingent upon the participation in this offering or vice-versa. If the non-managing sponsor members purchase units in the offering, and depending on how many units are purchased by the non-managing sponsor members, the post-offering trading volume, volatility and liquidity of our securities may be reduced relatively to what they would have been had the units been more widely sold to other public investors. We do not expect any potential purchase of units by non-managing sponsor members to negatively impact our ability to meet Nasdaq listing eligibility requirements. In addition, the Underwriters have full discretion to allocate the units to investors and may determine not to sell any units to the non-managing sponsor members, and in no case would any of the non-managing sponsor members be sold more than 9.9% of the units to be sold in this offering. The underwriters would receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing sponsor members, if any, as it will on the other units sold to the public in this offering. In addition, if the non-managing sponsor members purchase units in the offering, the non-managing sponsor members would not have any obligation to vote any of their public shares in favor of our initial business combination. Nevertheless, the non-managing sponsor members would be incentivized to vote any of their public shares, if any, in favor of a business combination due to their indirect ownership through the sponsor of founder shares and Class A ordinary shares and private placement warrants. For a discussion of certain additional arrangements with the non-managing sponsor members, see “Summary — The Offering — Expressions of Interest.” In the event that the non-managing sponsor members purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non-managing sponsor members are not obligated to continue owning any public shares following the closing of this offering and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these non-managing sponsor members will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing sponsor members will vote on any business combination.

As more fully discussed in “Management — Conflicts of Interest,” 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. 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. 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 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement warrants may become 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. Additionally, we will reimburse our sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover a portion of the expenses of this offering. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants described below at a price of $1.00 per warrant at the option of our lender. Additionally, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See “Summary — Our Sponsor,” “Summary — Initial Business Combination,” “Summary — The Offering — Transfer Restrictions on Founder Shares,” “Summary — The Offering — Conflicts of interest,” “Proposed Business —Effecting our Initial Business Combination” and “Management — Conflicts of Interest” for more information.

Prior to the date of this prospectus, 6,325,000 Class B ordinary shares issued and outstanding are held of record by our initial shareholders, so that our initial shareholders will own approximately 20% of our issued and outstanding shares after this offering (assuming our insiders do not purchase units in this offering).

Up to 825,000 Class B ordinary shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised so that the founder shares will represent 20% of our issued and outstanding shares after this offering (assuming our initial shareholders do not purchase units in this offering). Additionally, if we increase or decrease the size of this offering, we will effect a share capitalization or a compulsory redemption 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 number of founder shares, on an as-converted basis, at approximately 20% of our issued and outstanding ordinary shares upon the consummation of this offering (assuming our initial shareholders do not purchase units in this offering). For further information about the adjustment of founder shares, see “Description of Securities”.

In the case that additional Class A ordinary share, or equity-linked securities (as described herein), are issued or deemed in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which 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 Class A 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), (ii) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) and (iii) minus any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; 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 the offering pursuant to Rule 462(b) under the Securities Act, 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 the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, or an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Such dilution could materially increase to the extent that the anti-dilution provision of the founder shares resulted 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).

Our initial shareholders paid an original nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share and currently own an aggregate of 6,325,000 Class B ordinary shares (up to 825,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), which (unless otherwise provided in an initial business combination agreement) will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, and may be converted at any time prior to our initial business combination, at the option of the holder, on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to appoint directors prior to or in connection with the completion of our initial business combination.

As of March 31, 2025, our sponsor had loaned to us an aggregate of $Nil to be used to pay formation and a portion of the expenses of this offering, respectively. The loan is payable without interest on the date on which we consummate our initial public offering. If we determine not to proceed with the offering, such amounts would not be repaid. Additionally, in order to meet our working capital needs following the consummation of this offering until completion of an initial business combination, our insiders, officers and directors or their affiliates or designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes, or the “working capital notes,” may be converted upon consummation of our business combination into working capital warrants at a price of $1.00 per warrant, or the “working capital warrants.” If we do not complete our initial business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

However, other than the foregoing, our sponsor or any of their affiliates have not received and will not receive any other form of compensation. For further information about compensation received or to be received by our sponsor, its affiliates or promoters, the amount of securities issued or to be issued to our insiders, see “Proposed Business—Sourcing of Potential Initial Business Combination Targets—Our Sponsor” on page 122 of the prospectus.

Each of our insiders, including our sponsor, any affiliate of our sponsor, our directors or officers, may have interests that may be different from, in addition to or in conflict with yours. Since our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor members, will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor members, directly or indirectly may profit substantially from a business combination as a result of their ownership of insider shares even under circumstances where our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto. In addition, if any of our insiders become aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties under the Cayman Islands law, prior to presenting such business combination opportunity to us. There may be actual or potential material conflict of interest between our Sponsor, its affiliates, or promoters, and yours. For further discussions on potential conflicts of interests between our insiders and the company or the Public Shareholders, see “Summary — Conflicts of Interest,” “Proposed Business — Sourcing of Potential Initial Business Combination Targets — Our Sponsor” and “Management — Conflicts of Interest” on pages 29, 122 and 155 of the prospectus.

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. Further, the issuance of additional shares may significantly dilute the equity interest of the public shareholders. See the sections titled “Dilution,” “Proposed Business,” and “Risk Factors – Our initial shareholders paid an aggregate of $25,000 to cover certain of our offering costs in exchange for 6,325,000 founder shares, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.”

There may be payment by the company to our sponsor, officers or directors, or our or their affiliates of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination. Further, commencing on the date our securities are first listed on the Nasdaq, subsequent to the closing of this offering, we will pay an affiliate of our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team; upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. See the section entitled “Management—Officer and Director Compensation.”

In addition to the anti-dilution adjustment described above, the founder shares are identical to the Class A ordinary shares, except that (a) they will automatically convert into our Class A ordinary shares at the time of our initial business combination, (b) they are subject to certain transfer restrictions; (c) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment or removal of a member of the board of directors for any reason; (d) our insiders will enter into a letter agreement (the “Letter Agreement”) with us immediately before the closing of the offering to waive their redemption rights, rights to liquidating distributions from the Trust Accounts and other shareholder rights enjoyed by holders of the Class A ordinary shares and (e) pursuant to the Letter Agreement, our insiders will agree to vote their founder shares in favor of any proposed business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the proposed business combination) and not to propose, or vote in favor of, an amendment to our amended and restated memorandum and articles of association that would stop our Public Shareholders from converting or selling their public shares to us in connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 24 months from the closing of this offering unless we provide dissenting Public Shareholders with the opportunity to convert their public shares into the right to receive cash from the Trust Account in connection with any such vote. For further information on the transfer restrictions, see “Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants” on page 164 of the prospectus; for other information, see “Description of Securities — Founder Shares” on page 171 of the prospectus.

The placement warrants and working capital warrants will be not redeemable by us until 30 days after the business combination and may be exercised on a cashless basis. If the warrants are exercised on a cashless basis, in accordance with their terms, the holders of such warrants may acquire Class A ordinary shares at a nominal price and so our public shareholders may incur an immediate and substantial dilution upon such cashless exercise.

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. Further, the issuance of additional shares may significantly dilute the equity interest of the public shareholders. See the section titled “Risk Factors – Our initial shareholders paid an aggregate of $25,000 to cover certain of our offering costs in exchange for 6, 6,325,000founder shares, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.”

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See the sections titled “Prospectus Summary — Dilution” and “Dilution” for more information.

Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on The Nasdaq Global Market, or Nasdaq, under the symbol “PACHU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. (the “Representative”) informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “PACH,” and “PACHW,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 48 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

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

Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $220,000,000, or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,400,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering, repayment of loans from the sponsor and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $9,900,000 in deferred underwriting commissions (or up to $12,045,000 in the aggregate if the overallotment is exercised in full). Except with respect to interest earned on the funds held in the trust account that may be released to us for payment of income taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (up to 36 months and in compliance with Nasdaq Rule 5101-2(d)) (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. If we are unable to complete an initial business combination within the 24-month period, we may seek an amendment to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business combination beyond 24 months. Our amended and restated memorandum and articles of association will require a special resolution of our shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of our ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If we seek shareholder approval to extend beyond the 24-month period in which to complete an initial business combination to a later date, we will offer our public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn to pay our income taxes and up to $100,000 of interest to pay dissolution expenses), as described in greater detail in this prospectus. Compensation paid and securities issued to the sponsor, its affiliates, and promoters as well as the anti-dilution adjustment to the founder shares may result in a material dilution of the purchasers’ equity interest. See “Dilution,” “Underwriting” for descriptions of compensation and dilution.

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

Sole Book Running Manager

Cantor

Co-Manager

Odeon Capital Group LLC

** , 2025**