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As
filed with the Securities and Exchange Commission on May 26, 2026.
Registration
No. [_]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Crestone
Strategic Capital Acquisition Corporation
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
6770 |
|
N/A |
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
211
East 43rd Street , FL 7-100
New
York , NY 10017
(332)
296-0822
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency
Global Inc.
122
East 42nd Street , 18th Floor
New
York , NY 10168
Telephone:
(212) 947-7200
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Nicholas
Torres, Esq.
Zhiqi
Zheng, Esq.
Torres
& Zheng at Law, P.C.
31
Hudson Yards, 11 th Floor
New
York, NY 10001
(917)
277-3479
|
|
Douglas
C. Lionberger
James
R. Brown
O’Melveny
& Myers LLP
700
Louisiana Street, Suite 2900
Houston,
Texas 77002
(832)
254-1500
|
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☒ |
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.
PRELIMINARY
PROSPECTUS |
SUBJECT
TO COMPLETION, DATED MAY 26, 2026 |
$75,000,000
Crestone
Strategic Capital Acquisition Corporation
7,500,000
Ordinary Shares
Crestone
Strategic Capital Acquisition Corporation is a blank check company newly incorporated as a Cayman Islands exempted company with
limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus
as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular
industry or geographic region. However, we will not consummate our initial business combination with an entity or business with
China operations consolidated through a variable interest entity (“VIE”) structure, nor do we currently intend to
consummate our initial business combination with a target whose primary operations are in the PRC. We do not have any specific business combination
under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target
business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company.
This
is an initial public offering of our ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial
public offering price of $10.00. We have also granted the underwriters a 45-day option from the date of this prospectus to purchase up
to an additional 1,125,000 ordinary shares to cover over-allotments, if any. Unlike certain other special purpose acquisition company
initial public offerings, investors in this offering will not receive warrants that would become exercisable following completion of
our initial business combination.
We
will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account described below calculated as of two business days prior to the completion of our initial business combination, including
interest (net of taxes paid or payable, if any), divided by the number of then issued and outstanding ordinary shares, 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 more than 15% of the shares sold in this offering if we hold shareholder vote. ”
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
will have up to 15
months to consummate an initial business combination from the closing of this offering. We refer to the time period we have to
complete an initial business combination as the “completion window.” 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.
If we seek shareholder approval for an extension, our public shareholders 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 (net of
taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws. If we are unable to
complete our initial business combination within the 15 month period or such
period that may be extended , we will distribute the aggregate amount then on deposit in the trust account, including interest
(net of taxes payable), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all
operations except for the purposes of winding up of our affairs, as further described herein. If we have not completed our initial
business combination within the completion window or such later time as the shareholders may approve by a special resolution in
accordance with our amended and restated memorandum and articles of association, we will redeem 100% of the issued and outstanding
public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the
number of then issued and outstanding public shares, subject
to applicable law and as further described herein.
Our
sponsor, Crestone Strategic Capital Limited, a British Virgin Islands business company with limited liability (which we refer to as our
“sponsor” throughout this prospectus) has committed to purchase an aggregate of 314,250
ordinary shares (or 345,188
ordinary shares if the over-allotment option is exercised in
full), at a price of $ 10.00
per share for a total price of $ 3,142,500
(or $ 3,451,875
if the over-allotment option is exercised in
full) in a private placement that will close simultaneously with the closing of this offering (the “private placement shares”).
The private placement shares are identical to the ordinary shares sold in this offering, subject to certain limited exceptions as described
in this prospectus.
|
Our
sponsor currently holds 3,354,167 ordinary shares (which were purchased for $ 25,000 and which we refer to as “founder shares”),
up to 437,500 of which are subject to surrender and forfeiture by certain of our initial shareholders depending on the extent to which
the underwriters’ over-allotment option is exercised. 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. If we increase or decrease the size
of this offering, we will effect a share dividend or share contribution back to capital or other appropriate mechanism, as applicable,
with respect to the founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of
founder shares at 28% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the private
placement shares and assuming the sponsor does not purchase shares in this offering), with any such change in the number of founder shares
to be allocated to our sponsor. See “ Risk Factors - General Risks - Our sponsor paid a nominal price for the founder shares
and, accordingly, you will experience immediate and substantial dilution upon the purchase of our ordinary shares. ” Please
also see “ Summary ” on page 1, for the amount of compensation to be received or securities issued or to be issued
to our sponsor or its affiliates.
The
following table illustrates the difference between the public offering price per share 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.
As of April 30, 2026 | |
Offering Price of
$ 10.00 per Share
| | |
25% of Maximum
Redemption
| | |
50% of Maximum
Redemption
| | |
75% of Maximum
Redemption
| | |
Maximum
Redemption
| |
NTBV | | |
NTBV | | |
Difference between
NTBV
and Offering Price
| | |
NTBV | | |
Difference between
NTBV
and Offering Price
| | |
NTBV | | |
Difference between
NTBV
and Offering Price
| | |
NTBV | | |
Difference between
NTBV
and Offering Price
| |
Assuming Full Exercise of Over-Allotment Option |
$ | 6.80 | | |
| 6.23 | | |
| 3.77 | | |
| 5.34 | | |
| 4.65 | | |
| 3.82 | | |
| 6.18 | | |
| 0.51 | | |
| 9.49 | |
Assuming No Exercise
of Over-Allotment Option
|
$ | 6.80 | | |
| 6.22 | | |
| 3.78 | | |
| 5.34 | | |
| 4.65 | | |
| 3.82 | | |
| 6.18 | | |
| 0.53 | | |
| 9.47 | |
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. 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, 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, which
also may impact their decisions because of their direct and/or indirect ownership of founder shares and private placement shares, all
of which interests may pose material conflicts with the interests of the purchasers of public shares. See “ Proposed Business
- Our Acquisition Process ” and “ Management - Conflicts of Interest ” for additional information.
Additionally, we will reimburse our sponsor in an amount equal to $10,000 per month for office space, utilities and secretarial
and administrative support made available to us, as described elsewhere in this prospectus. On May 15, 2026, we issued an unsecured promissory
note, as amended, to the sponsor, pursuant to which we may borrow up to an aggregate principal amount of $600,000. The loan is, at the
discretion of the sponsor, due on the earlier of (i) March 31, 2027, (ii) the consummation of this offering or (iii) the abandonment
of this offering. The promissory note will be payable without interest. The promissory note will be repaid out of the
proceeds of this offering available to us for payment of offering expenses.
Prior
to this offering, there has been no public market for our ordinary shares. We intend to apply to list our shares on The Nasdaq Global
Market (“Nasdaq”) under the symbol “CSCM” on or promptly after the date of this prospectus. We cannot
guarantee that our securities will be approved for listing on Nasdaq.
|
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 28 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.
No
offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any
of our securities.
| |
Per Share | | |
Total | |
Public offering price | |
$ | 10.00 | | |
$ | 75,000,000 | |
Underwriting discounts and commissions (1)(2) | |
$ | 0.125 | | |
$ | 937,500 | |
Proceeds, before expenses, to us | |
$ | 9.875 | | |
$ | 74,062,500 | |
(1) |
Includes
$0.125 per share, or $937,500 in the aggregate (or $1,078,125 if the underwriters’ over-allotment option is exercised in full),
payable in cash to the underwriters upon the consummation of this initial public offering. |
(2) |
Does
not include that at the closing of the initial business combination, we will pay Polaris Advisory Partners LLC (the “Representative”)
deferred underwriting commissions in cash in an amount of 5.0% of the remaining amount held in the trust account following
all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and immediately
prior to the closing of the initial business combination. This amount excludes certain fees and expenses payable to the underwriters
in connection with this offering. For details, see “ Underwriting .” |
Of
the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $76,125,000 or
$87,543,750 if the underwriters’ over-allotment option is exercised in full ($10.15 per share), will be deposited into a
U.S.-based trust account at Morgan Stanley established by Odyssey Transfer and Trust Company acting as trustee. Except with respect
to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any (but without deduction
for any excise or similar tax that may be due or payable), the funds held in the trust account will not be released from the trust account
until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly
submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of
our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other
material provisions 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 the completion window, subject to applicable law. The proceeds
deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims
of our public shareholders.
The
underwriters are offering the shares for sale on a firm commitment basis. The underwriters expect to deliver the shares to the purchasers
on or about [ ], 2026.
Sole
Book-Running Manager
Polaris
a
division of Kingswood Capital Partners LLC
The
date of this prospectus is [ ], 2026.
We
are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide
any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility
for and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters
are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that
the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
|
TABLE
OF CONTENTS
|
PAGE |
Summary |
1 |
CORPORATE INFORMATION |
9 |
DEFINITIONS |
10 |
The offering |
11 |
SUMMARY FINANCIAL DATA |
27 |
Risk factors |
28 |
Cautionary note regarding forward-looking statements |
66 |
Use of proceeds |
68 |
Dividend policy |
71 |
Dilution |
71 |
Capitalization |
74 |
Management’s discussion and analysis of financial condition and results of operations |
75 |
Proposed business |
81 |
Management |
104 |
Principal shareholders |
114 |
Certain relationships and related party transactions |
117 |
Description of securities |
119 |
Material United states federal income tax considerations |
133 |
Underwriting |
140 |
Legal matters |
142 |
Experts |
142 |
Where you can find additional information |
142 |
Index to Financial Statements |
F-1 |
This
prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade
names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended
to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these
trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to
imply a relationship with, or endorsement or sponsorship of us by, any other companies.
i |
Summary
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.
General
Crestone
Strategic Capital Acquisition Corporation is a blank check company newly incorporated in the Cayman Islands as an exempted company incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other
similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business
combination.” To date, our efforts have been limited to organizational activities as well as activities related to this offering.
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
have not identified any particular geographical area or country in which we may seek a business combination. We expect to encounter
intense competition from special purpose acquisition companies (the “SPACs”) and other entities having a business
objective similar to ours. Many of our competitors are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Because there are more
SPACs seeking to enter into initial business combinations, the competition for available targets with attractive fundamentals or
business models may increase, which could cause target companies to demand improved financial terms.
Our
Team
We
have assembled a strong management team with a broad network of connections and corporate relationships across a variety of industries.
We are confident that we will be able to use our individual experiences as well as our networks to achieve success. Together, we will
formulate an all-encompassing plan for growth, one that accounts for both organic expansion and expansion via mergers and acquisitions.
In the end, we will attempt to transform our target company into a widely respected industry leader by leveraging the benefits of becoming
a public company, including access to finance and equity for expansion. At the same time, we will endeavor to generate excellent returns
for our shareholders.
The
past performance of our management team or of their affiliates is not a guarantee either (i) that we will be able to identify a suitable
candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should
not rely on the historical record of our management team’s or their affiliates’ performance as indicative of our future performance.
Moreover, although some of our key personnel may remain with a target business in senior management or advisory positions following a
business combination, it is likely that some or all of the management of the target business will remain in place. Additionally, our
management team members are subject to certain conflicts of interest. For more information, see “ Risk Factors - Risks Related
to Our Sponsor, Management Team, and their Respective Affiliates .”
Executive
Team
Hongtao
Sun is our Chief Executive Officer and Chairman of the Board since May 15, 2026. Since September 2020, Dr. Sun has served as Chief
Technology Officer of KX Power Limited, an asset management company based in London, focused on the development and management of renewable
energy and power generation assets. Dr. Sun has more than 20 years of experience in engineering and the energy sector. Prior to joining
KX Power Limited, Dr. Sun held senior technical positions at GE Power from 2015 to 2020 and Alstom Power GmbH from 2012 to 2015, where
she led the development and optimization of power systems technologies and industrial-grade energy solutions. Earlier in her career,
Dr. Sun served as a Research Associate at the Technical University of Darmstadt from 2005 to 2011. Dr. Sun holds a Doctor of Engineering
in Mechanical Engineering from the Technical University of Darmstadt, a Master’s degree in Computational Engineering from the Technical
University of Braunschweig, and a Bachelor’s degree in Civil Engineering from Tongji University.
1 |
Wenxi
He is our Chief Financial Officer and Director since May 15, 2026. Ms. He has served as the Chief Executive Officer and Chairwoman
of Metal Sky Star Acquisition Corporation since September 2023; she served as the Chief Financial Officer of the same company from June
2021 to December 2024, and has resumed this role in March 2026. Ms. He also serves as an independent director at DT Cloud Acquisition
Corporation since February 2024; and had served as the Chief Executive Officer and Director at the same company from July 2022 to November
2023. Ms. He also serves as the Chief Investment Officer at KX Power Limited, an asset management company based in London, specializing
in the development and management of renewable energy and power generation assets, since February 2019. Ms. He has over 15 years of experience
in the investment banking industry. Prior to joining KX Power Limited, she served as the Managing Director and Global Head of Commodity
Exchange Traded Products at Bank of America Merrill Lynch in London. During her tenure at Bank of America Merrill Lynch, she was responsible
for initiating and executing strategic solutions and issuance, trading physical and synthetic commodity products, and managing portfolio
assets in energy, metals and agriculture, with a wide variety of commodity, currency and interest-rate risk. Prior to that, Ms. He served
as a Trader and Structurer in Commodity Derivative Products at Citigroup, where she specialized in trading and structuring complex commodity
derivative solutions. Ms. He also held position as a Fixed Income Specialist in Structured Credit & Rates at UBS and RBC Capital
Markets. Ms. He holds a Master’s degrees in both Mathematical Finance and Engineering from University of Toronto, and a Bachelor’s
degree in Engineering from Tongji University.
Nominees
for our Board of Directors
Oscar
Sanz Paris will serve as one of our independent directors commencing on the date of this prospectus. Mr. Sanz Paris serves as Deputy
CEO and Chief Commercial Officer at CQUR Bank, a fully licensed corporate bank under QFCRA in Qatar. In addition, Mr. Sanz Paris is also
a Managing Director and founder at Castille Capital since June 2016. Prior to this, Mr. Sanz Paris was an Investment Manager at Enolia
Premium Capital from 2012 to 2013, where he was based in Luxembourg and oversaw investments to renewable energy projects in Southern
Europe and Japan. Mr. Sanz Paris has over two decades of investment and corporate banking experience in London, where he held senior
positions at investment banks, including Managing Director responsible for Structured Credit derivatives at UBS from 2003 to 2009, and
Vice President at Credit Suisse from 2000 to 2003. Mr. Sanz Paris is a CFA Charterholder since October 2025, holds a combined Bachelor’s
and Master’s in Industrial Engineering from University of Zaragoza, and Masters (BAC + 5) in Mechanical Engineering from Université
de Technologie de Compiègne.
Lincoln
Teo Choong Han will serve as one of our independent directors commencing on the date of this prospectus. Since 2017, Mr. Teo is a
Founder and an Executive Director of Intelligence Wise Pte Ltd (iWise), where he leads international data management and participate
in intergovernmental cooperation and global data governance initiatives, and successful executed multiple initiatives funded by UN ESCAP,
World Bank and Asian Development Bank (ADB). Mr. Teo is also Managing Director of ZERO13 Trading Pte Ltd since 2024, an environment services
firm providing a carbon credit ecosystem infrastructure. At ZERO13 Trading Pte Ltd, Mr. Teo manages enterprise and consumer data systems
and their deployment through sovereign credit bureau infrastructures commissioned under Monetary Authority of Singapore, Bank Negara
Malaysia, Bank Indonesia and Brunei Darussalam Central Bank. Prior to the founding of iWise, Mr. Teo was the Chief Operating Officer
and the General Manager of Experian from 2010 to 2016, where he was responsible for credit bureau development, data governance, and risk
management. Prior to joining Experian, Mr. Teo was the Chief Curriculum Architect for Risk and Senior Manager at Standard Chartered Bank
(SCB), where he was responsible for global risk management training strategy from 2006 to 2010, and developed multiple training programmes
for the entire credit cycle. Mr. Teo holds a Bachelor of Arts in Economics and Sociology from National University of Singapore.
Aleksandar
Georgiev Keratsinov will serve as one of our independent directors commencing on the date of this prospectus. Mr. Aleksandar Keratsinov
has been serving as Senior Project Manager of ContourGlobal, an IPP owned by KKR, since January 2021, where he developed and managed
the execution of multiple renewable energy and Battery Energy Storage Systems (BESS) projects. Mr. Keratsinov has more than 15 years
of experience in engineering, management, financing, and project execution in the energy sector. Prior to joining ContourGlobal, he served
as Project Manager at ZeroPoint from March 2018 to January 2021, where he led a sustainable energy project in Amsterdam and managed a
diverse team across engineering, procurement, civil construction, mechanical and electrical installations. Earlier in his career, Mr.
Keratsinov served as Project Manager at CEZ Bulgaria EAD (Bulgaria) from April 2014 to March 2018, where he led contract and settlement
negotiations. Mr. Keratsinov holds a degree in International Business and Management Studies from the Utrecht University of Applied Science.
We
believe our management team is well positioned to take advantage of the growing set of investment opportunities, and that our extensive
existing relationships with portfolio companies along with our ongoing efforts to identify investment opportunities will allow us to
generate an attractive transaction for our shareholders.
2 |
Our
Sponsor
The
sponsor is Crestone Strategic Capital Limited , a British Virgin Islands business company with limited liability whose ultimate beneficial
owners are Mr. Shuya Iwamoto and Ms. Wenxi He. Mr. Shuya Iwamoto is a citizen and a resident of Japan, and Ms. Wenxi He is a citizen
and a resident of the United Kingdom.
On
May 15, 2026, we entered into a subscription agreement, pursuant to which 3,354,167 founder shares were issued to the sponsor for $25,000
(up to 437,500 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option
is exercised) and one share was surrendered by the sponsor to the Company without consideration. Due to the low purchase price of the
founder shares, the sponsor may have more of an economic incentive for us to enter into an initial business combination with a riskier,
weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be
the case if such parties had paid the full offering price for their founder shares.
Each
of our directors, director nominees and officers presently has and any of them in the future may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.
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 will honor his or her fiduciary or contractual obligations
to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers
or directors will materially affect our ability to complete our initial business combination.
Notwithstanding
our founder’s and management team’s past experiences, past performance is not a guarantee (i) that we will be able to identify
a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from
any business combination we may consummate. You should not rely on the historical record of the members of our management team or the
sponsor or their respective affiliates or any related investment’s performance as indicative of our future performance of an investment
in the company or the returns the company will, or is likely to, generate going forward. Each of our officers and directors may become
an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the
Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. For more information,
see the section of this prospectus entitled “ Management - Conflicts of Interest ” and see “ Risk Factors. ”
Business
Strategy
Our
efforts in identifying prospective target businesses will not be limited to a particular geographic region. To date, our efforts have
been limited to organizational activities as well as activities related to the offer. None of our officers, directors, promoter or other
affiliates has engaged in any substantive discussion on our behalf with representatives of other companies regarding the possibility
of a potential business combination with us. We may pursue an initial business combination in any business or industry but expect to
focus on a target in an industry where we believe our management team and founder’s expertise will provide us with a competitive
advantage.
We
will seek to capitalize on the strength of our management team. Our team consists of experienced professionals and senior operating executives.
Collectively, our officers and directors have decades of experience in operating companies. We believe we will benefit from their accomplishments,
and specifically their current and recent activities with companies in identifying attractive acquisition opportunities. However, there
is no assurance that we will complete a business combination.
We
believe that the members of our management team and board of directors have valuable and applicable experience for sourcing and analyzing
potential acquisition candidates across various industries and on an international basis based upon their professional experience. Our
management team is comprised of industry leaders, who we believe are well positioned to identify and evaluate businesses that would benefit
from our management team’s skills and access to the public markets. We believe that our management team possesses extensive experience
in operating and growing companies, has a deep network of contacts and brings a distinctive background that can have a transformative
impact on a target business.
Investment
Criteria
Consistent
with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective targets for our initial business combination with one or more target companies. We will leverage these criteria and guidelines
in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target or targets that
do not meet these criteria and guidelines. We intend to acquire one or more target businesses with the following characteristics:
|
● |
Proven
industry leader : We will seek to acquire a business that is an industry leader that has demonstrated consistent top-line growth
and/or is benefiting from secular tailwinds. |
3 |
|
● |
Defensible
and established business models : We will seek to acquire a target with sustainable competitive advantages. We seek companies
with fundamentally sound business models. |
|
|
|
|
● |
Multiple
avenues for long-term growth : We intend to acquire a company that exhibits long-term growth prospects, with the potential to
grow both organically and inorganically through acquisitions, and demonstrates the ability to drive growth through the enablement
or scaling of technology. |
|
|
|
|
● |
Sustainable
financial profile : We intend to target companies that generate stable free cash-flow and are not reliant on financial leverage
to generate returns. |
|
|
|
|
● |
Compelling
value proposition : We intend to acquire a fundamentally sound business that is underperforming its potential but presents a compelling
value proposition relative to its peers that may result in an attractive risk-adjusted return for our shareholders. |
|
|
|
|
● |
Benefit
from our outstanding capabilities : We seek to acquire a business that will benefit from and capitalize on our team’s excellent
blend of operating expertise, extensive industry network and financing experience. |
|
|
|
|
● |
Qualified
management team : We seek to acquire a business that allows our team to partner with proven and established management teams or
business owners to achieve long-term strategic and operational excellence. |
|
|
|
|
● |
Benefit
from being a public company : We intend to acquire a company at the point in its lifecycle at which going public, with the support
of our highly experienced management team and access to our robust industry networks, is a natural next step and that will benefit
from access to the public market to accelerate growth. |
|
|
|
|
● |
Market
Trend Alignment : We intend to seek companies that are in line with or leading current market trends, which helps them adapt to
changes in market conditions and consumer preferences. |
This
non-exclusive list of criteria is 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 some or all of these general guidelines as well as other considerations, factors
and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a
target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above
criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would
be in the form of proxy solicitation or tender offer materials that we would file with the SEC.
Our
Acquisition Process
While
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
have engaged in an extensive research effort to identify a large number of potential targets.
We
intend to leverage our resources and network for efficient outreach to commence immediately after the date of this prospectus. Our effort
will be focused on creating proprietary transaction opportunities. We believe personal relationships built over time are critical not
just in generating transaction opportunities, but also in consummating a business combination.
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 which will be made available to us.
4 |
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with any of our initial shareholders
or members of our management team. In the event we seek to complete our initial business combination with a business that is affiliated
with any of our initial shareholders or members of our management team, we, or a committee of independent and disinterested directors,
may engage independent advisors to assist with the evaluation and will obtain an opinion from an independent investment banking firm
that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that such an initial
business combination is fair to our company from a financial point of view.
Compensation
Our
initial shareholders 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. 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.
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:
Entity/Individual |
|
Amount
of Compensation to be Received or
Securities Issued or to be Issued |
|
Consideration
Paid or to be Paid |
Crestone
Strategic Capital Limited |
|
2,916,667
ordinary shares (1)
|
|
$ 25,000 |
314,250
private placement shares (1) |
|
$ 3,142,500
|
|
|
|
|
|
Up
to $600,000 |
|
Repayment
of loans made to us by our sponsor to cover offering-related and organizational expenses
and to finance transaction costs in connection with an intended initial business combination.
|
|
|
|
|
|
|
|
$ 10,000
per month |
|
Office
space, administrative and support services
|
|
|
|
|
|
|
|
Up
to $1,500,000 in working capital loans may be convertible into private placement shares at a price of $10.00 per share |
|
Working
capital loans to finance transaction costs in connection with an intended initial business
combination.
|
|
|
|
|
|
|
|
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination |
|
Services
in connection with identifying, investigating and completing an initial business combination.
|
(1) |
Assumes
no exercise of the over-allotment option and the full surrender and forfeiture of 437,500 shares that are subject to surrender and
forfeiture by certain of our initial shareholders depending on the extent to which the underwriters’ over-allotment option
is exercised. If we increase or decrease the size of this offering, we will effect a share dividend or share contribution back to
capital or other appropriate mechanism, as applicable, with respect to the founder shares immediately prior to the consummation of
this offering in such amount as to maintain the number of founder shares at 28% of our issued and outstanding ordinary shares upon
the consummation of this offering (not including the private placement shares and assuming the sponsor does not purchase shares in
this offering), with any such change in the number of founder shares to be allocated to our sponsor. |
5 |
The
founder shares are identical to the ordinary shares being sold in this offering. However, our initial shareholders have agreed, pursuant
to written letter agreements with us (A) to vote their founder shares, private placement shares and any public shares purchased in or
after this offering (to the extent permitted under applicable securities laws and the limitations described in this prospectus) in favor
of any proposed business combination, (B) 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 shares to us in connection with a business
combination or that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete
an initial business combination within 15 months of the closing of this offering, or such other periods as may be approved by our shareholders
by a special resolution in accordance with our amended and restated memorandum and articles of association, unless we provide public
shareholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem the founder shares
(as well as any other shares acquired in or after this offering), into the right to receive cash from the trust account in connection
with a shareholder vote to approve our proposed initial business combination (or sell any shares to us in any tender offer in connection
with our proposed initial business combination) or a vote to amend the provisions of our amended and restated memorandum and articles
of association relating to shareholders’ rights or pre-business combination activity, and (D) that the founder shares shall not
participate in any liquidating distribution upon winding up if a business combination is not consummated.
Subject
to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until the earlier
of (A) 180 days after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if
the last sale price of the ordinary shares equal or exceed $12.00 per share (as adjusted for share splits, share capitalizations, rights
issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 90 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange,
reorganization or other similar transaction after the completion of our initial business combination that results in all of our public
shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions,
private placement shares will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial
business combination.
The
nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in
the event we consummate an initial business combination, and our sponsor and other initial shareholders are likely to make a substantial
profit on their 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 decline materially. The following table sets forth information with respect to our initial
shareholders and the new investors:
| |
Shares Purchased | | |
Total Consideration | | |
Average Price | |
| |
Number | | |
Percentage | | |
Amount | | |
Percentage | | |
Per Share | |
Initial Shareholders (1) | |
| 2,916,667 | | |
| 27.18 | % | |
$ | 25,000 | | |
| 0.03 | % | |
$ | 0.0086 | |
Private Placement Shares | |
| 314,250 | | |
| 2.93 | % | |
$ | 3,142,500 | | |
| 4.02 | % | |
$ | 10.00 | |
Public Shareholders | |
| 7,500,000 | | |
| 69.89 | % | |
$ | 75,000,000 | | |
| 95.95 | % | |
$ | 10.00 | |
| |
| 10,730,917 | | |
| 100.00 | % | |
$ | 78,167,500 | | |
| 100.00 | % | |
| | |
(1) |
Assumes
the full surrender and forfeiture of 437,500 founder shares and no exercise of the underwriters’ over-allotment option. |
Our
initial shareholders and members of our management team may from time to time become aware of potential business opportunities, one or
more of which we may desire to pursue as an initial business combination, but 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 a business combination transaction
with us.
As
described in “ Proposed Business - Our Acquisition Process ” and “ 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 may be required to present a business
combination opportunity to such entities. Our amended and restated memorandum and articles of association provide that, to the fullest
extent permitted by applicable 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 of us in, or in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for a director or an officer, on the one hand, and us, on the other. Except
to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, a director or an officer shall have no
duty to communicate or offer any such corporate opportunity to us and shall not be liable to us or our members for breach of any fiduciary
duty as a member, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity
for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such
corporate opportunity to us.
Our
initial shareholders and members of our management team may participate in the formation of, invest in (on behalf of themselves, their
affiliates or its and their clients), or become an officer or director of, any other blank check company prior to completion of our initial
business combination. As a result, our initial shareholders and members of our management team could have conflicts of interest in determining
whether to present business combination opportunities to us or to any other blank check company with which they may become involved.
6 |
Initial
Business Combination
We
will have up to 15 months to consummate an initial business combination from the closing of this offering. If we are
unable to consummate an initial business combination within such time period or such later time as the shareholders may approve by a
special resolution in accordance with our amended and restated memorandum and articles of association, we will redeem 100% of the issued
and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit
in the trust account including interest earned on the funds held in the trust account and not previously released to us, divided by the
number of then issued and outstanding public shares, subject to applicable law and as further described herein, and then seek to liquidate
and subsequently dissolve. We expect that the pro rata redemption price to be approximately $10.15 per share (regardless of whether or
not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds. However, we
cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority
over the claims of our public shareholders.
Nasdaq
listing 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 any taxes payable on the income
earned on the trust account) at the time of the agreement to enter into the initial business combination. We refer to this as the 80%
of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or
businesses, 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. We do not currently intend to purchase multiple businesses in unrelated
industries in conjunction with our initial business combination, although there is no assurance that will be the case.
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 issued and outstanding 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 issued and outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required
to register as an investment company under the Investment Company Act of 1940, as amended, or 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 our initial business
combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target
and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number
of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity interests of a target business
or issue a substantial number of new shares to third parties in connection with financing our initial business combination. 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 valued for purposes of the 80% of net assets test. If our initial 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. Notwithstanding the foregoing, if we are
not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.
Potential
Conflicts
Members
of our management team will directly or indirectly own our ordinary shares following this offering and, accordingly, may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business
combination. 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.
As
more fully discussed in See “ Proposed Business - Our Acquisition Process, ” “ Management - Conflicts of Interest ,”
and “ Management - Prior SPAC Experience ,” if any of our officers or directors becomes aware of an initial business
combination opportunity that might be attractive to any entity to which he or she has pre-existing fiduciary or contractual obligations,
he or she may be required to present such initial business combination opportunity to such entity prior to presenting such initial business
combination opportunity to us. Certain of our other officers and directors currently may have certain relevant pre-existing fiduciary
duties or contractual obligations. For more information on the relevant pre-existing fiduciary duties or contractual obligations of our
management team, See “ Proposed Business - Our Acquisition Process ” and “ Management - Conflicts of
Interest .”
In
addition, some of our officers and directors, including our Chairman, Chief Executive Officer and Chief Financial Officer, may participate
in the formation of, or become an officer or director of, additional blank check companies prior to completion of our initial business
combination. As a result, our officers and/or directors may have conflicts of interest in determining whether to present business combination
opportunities to us or to any other blank check company with which they may become involved and could have additional conflicts in the
future.
7 |
Private
Placements
On
May 15, 2026, we entered into a subscription agreement, pursuant to which 3,354,167 founder shares were issued to the sponsor for $25,000
(up to 437,500 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option
is exercised) and one share was surrendered by the sponsor to the Company without consideration. The founder shares held by the sponsor
includes an aggregate of up to 437,500 shares subject to surrender and forfeiture to the extent that the underwriters’ over-allotment
option is not exercised in full or in part, so that the sponsor and the other initial shareholders will continue to own 28% of our issued
and outstanding shares after this offering (not including the private placement shares described below and assuming the sponsor does
not purchase shares in this offering).
Our
sponsor has agreed to purchase an aggregate of 314,250 private placement shares (or 345,188 private placement shares if the underwriters’
over-allotment option is exercised in full) at a price of $10.00 per share for an aggregate purchase price of $3,142,500, or $3,451,875
if the over-allotment option is exercised in full in a private placement that will occur simultaneously with the closing of this offering.
The private placement shares are identical to the ordinary shares sold in this offering except that, (i) we may not redeem the ordinary
shares, and (ii) they may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after
the completion of our initial business combination, and are entitled to registration rights.
If
we increase or decrease the size of this offering, we will effect a share dividend or share contribution back to capital or other appropriate
mechanism, as applicable, with respect to the founder shares immediately prior to the consummation of this offering in such amount as
to maintain the number of founder shares at 28% of our issued and outstanding ordinary shares upon the consummation of this offering
(not including the private placement shares described below and assuming the sponsor does not purchase any shares in this offering).
Up to 437,500 founder shares are subject to surrender and forfeiture by certain of our initial shareholders depending on the extent to
which the underwriters’ over-allotment option is exercised.
The
proceeds from the private placement of the private placement shares will be added to the proceeds of this offering and placed in a U.S.-based
trust account established at Morgan Stanley by Odyssey Transfer and Trust Company acting as trustee. If we do not complete an
initial business combination within 15 months from the closing of this offering or such later time as the shareholders may approve
by a special resolution in accordance with our amended and restated memorandum and articles of association, the proceeds from the sale
of the private placement shares will be included in the liquidating distribution to our public shareholders and the private placement
shares will be worthless.
Additional
Financing
We
have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than
what we could acquire with the net proceeds of this offering and the sale of the private placement shares. 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. Such additional
financing may be in the form of a private investment in public equity (“PIPE”), which may be in the form of equity, debt
or convertible debt transactions. These financing transactions would be designed to ensure a return on investment to the private investor
in exchange for assisting the company in completing the business combination or providing sufficient liquidity to the post-combination
company. The price of any equity or convertible securities we may issue in connection with such transactions may therefore be less, and
potentially significantly less, than the market price for our public shares at such time. Any such issuances of equity or convertible
securities could dilute the interests of our existing shareholders. In addition, these financing transactions may be significantly dilutive
to the post-combination company, and represent the type of financing risk that is not associated with traditional initial public offerings.
We cannot assure you that additional financing will be available to us on acceptable terms, if at all. None of our initial shareholders
or their affiliates are obligated to provide any such financing to us. To the extent that additional financing proves to be unavailable
when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that
particular business combination and seek an alternative target business candidate.
In
addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to
fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect
on the continued development or growth of the target business. None of our directors, officers or shareholders is required to provide
any financing to us in connection with or after our initial business combination.
8 |
CORPORATE
INFORMATION
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or 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” for up to five years. However, if our non-convertible debt issued within a three
year period or revenues exceeds $1.235 billion, or the market value of our shares that are held by non-affiliates exceeds $700 million
on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following
fiscal year.
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 for each fiscal year in which (1) the market value of our ordinary shares held by non-affiliates
is less than $250 million as of the end of the previous year’s second fiscal quarter, or (2) our annual revenues are less than
$100 million during the previous completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than
$700 million as of the end of the previous year’s second fiscal quarter.
Our
executive offices are located at 211 East 43rd Street, FL 7-100, New York, NY 10017 and our telephone number is (332) 296-0822.
9 |
DEFINITIONS
Unless
otherwise stated in this prospectus or the context otherwise requires, references to:
|
● |
“amended
and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association
to be in effect prior to the completion of this offering, as amended and/or restated from time to time; |
|
|
|
|
● |
“Companies
Act” are to the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
|
|
|
|
● |
“completion
window” are to the 15-month period following the completion of this offering at the end of which or such later time
as the shareholders may approve by a special resolution in accordance with our amended and restated memorandum and articles of association,
if we have not completed our initial business combination, we will redeem 100% of the issued and outstanding public shares at a per
share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest
shall be net of taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then issued
and outstanding public shares, subject to applicable law and certain conditions and as further described herein; |
|
|
|
|
● |
“directors”
are to our current directors and our director nominees named in this prospectus; |
|
|
|
|
● |
“equity-linked
securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our ordinary shares
issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement
of equity or debt securities; |
|
|
|
|
● |
“founder
shares” are to the 3,354,167 ordinary shares purchased by the initial shareholders for an aggregate purchase price of $25,000,
or approximately $0.0075 per share, currently held by the initial shareholders (as defined below), which include up to an aggregate
of 437,500 ordinary shares subject to forfeiture by the sponsor to the extent that the underwriters’ over-allotment option
is not exercised in full or in part; |
|
|
|
|
● |
“initial
shareholders” are to our sponsor; |
|
|
|
|
● |
“letter
agreement” are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this
prospectus forms a part; |
|
|
|
|
● |
“management”
or our “management team” are to our directors and officers; |
|
|
|
|
● |
“ordinary
shares” are to our ordinary shares, par value $0.0001 per share; |
|
|
|
|
● |
“PRC” or “China”
are to the People’s Republic of China;
|
|
|
|
|
● |
“private
placement shares” are to the ordinary shares issued to our sponsor in a private placement simultaneously with the closing of
this offering, (which private placement shares are identical to the ordinary shares sold in this offering, subject to certain limited
exceptions as described in this prospectus) and upon conversion of working capital loans, if any; |
|
|
|
|
● |
“public
shares” are to the ordinary shares sold 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, to the extent our initial shareholders
purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public
shares; |
|
|
|
|
● |
“Representative”
are to Polaris Advisory Partners LLC, the representative of the underwriters; |
|
|
|
|
● |
“SPAC”
are to the special purpose acquisition company; |
|
|
|
|
● |
“sponsor”
are to Crestone Strategic Capital Limited, a British Virgin Islands business company with limited liability whose ultimate beneficial
owners are Shuya Iwamoto a citizen and a resident of Japan, and Ms. Wenxi He a citizen and a resident of the United Kingdom; and |
|
|
|
|
● |
“we,”
“us,” “our” or our “company” are to Crestone Strategic Capital Acquisition Corporation, an exempted
company incorporated in the Cayman Islands. |
Unless
we state otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and
the surrender and forfeiture by certain of our initial shareholders of 437,500 founder shares.
Any
forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a
matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter
of Cayman Islands law.
10 |
The
offering
In
making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of
our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted
in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors
in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk
Factors” of this prospectus .
Ordinary
shares offered |
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7,500,000
shares (or 8,625,000 shares if the underwriters’ over-allotment option is exercised in full), at $10.00 per share. |
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Proposed
Nasdaq symbols |
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“CSCM” |
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Ordinary
shares: |
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Number
issued and outstanding before this offering |
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3,354,167 (1) |
Number
included in the private placement shares to be sold in a private placement simultaneously with this offering |
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314,250 |
Number
issued and outstanding after this offering and private placement |
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10,730,917 (2) |
(1) |
Consists
solely of founder shares, which includes up to 437,500 founder shares that are subject to surrender and forfeiture by certain of
our initial shareholders depending on the extent to which the underwriters’ over-allotment option is exercised. |
(2) |
Includes
7,500,000 ordinary shares issued in this offering, 2,916,667 founder shares, and 314,250 private placement shares. If the over-allotment
option is exercised in full, there will be a total of 12,324,355 ordinary shares outstanding. This amount includes 8,625,000 ordinary
shares issued in this offering, 3,354,167 founder shares, and 345,188 private placement shares. |
11 |
Founder
shares |
|
On
May 15, 2026, we entered into a subscription agreement, pursuant to which 3,354,167 founder shares were issued to the sponsor for
$25,000 (up to 437,500 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment
option is exercised) and one share was surrendered by the sponsor to the Company without consideration. Prior to the initial investment
in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of these founder
shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders
will own 28% of our issued and outstanding shares after this offering. If we increase or decrease the size of this offering, we will
effect a share dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the
founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares
at 28% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the private placement
shares described below and assuming the sponsor does not purchase any shares in this offering). Up to 437,500 founder shares are
subject to surrender and forfeiture by certain of our initial shareholders depending on the extent to which the underwriters’
over-allotment option is exercised. The founder shares are identical to the ordinary shares being sold in this offering, except that:
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● |
the
founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, including
our sponsor, the unaffiliated founder share transferees and our directors and officers, have entered into with us, as described in
more detail below; |
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● |
pursuant
to such letter agreement, our initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors
and officers, have agreed to waive: (1) their redemption rights with respect to any shares held by them, as applicable, in connection
with the completion of our initial business combination; (2) their redemption rights with respect to any shares held by them in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions
from the trust account with respect to any founder shares and private placement shares they hold if we fail to complete our initial
business combination within the completion window (although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within the completion window); |
12 |
|
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● |
if
we submit our initial business combination to our public shareholders for a vote, our initial shareholders, including our sponsor,
the unaffiliated founder share transferees and our directors and officers, have agreed (and their permitted transferees will agree),
pursuant to the terms of a letter agreement entered into with us, to vote any shares held by them in favor of our initial business
combination. Assuming only the minimum number of shares representing a quorum are voted , the over-allotment option is
not exercised and the initial shareholders do not purchase any shares in this offering or shares in the after-market, we would need
public shareholders holding at least 346,055 public shares, or approximately 4.61% of the 7,500,000 public shares sold in this
offering, to be present in order to establish a quorum. Our initial shareholders are expected to beneficially own an aggregate of
3,230,917 shares (consisting of 2,916,667 founder shares and 314,250 private placement shares) and have agreed to vote all of their
shares in favor of our initial business combination. As a result, once a quorum is present, the votes controlled by our initial shareholders
would be sufficient to approve our initial business combination, and we may be able to complete our initial business combination
even if none of our public shareholders vote in favor of the initial business combination; and |
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the
founder shares are entitled to registration rights. |
Transfer
restrictions on founder shares |
|
Our
sponsor has agreed not to transfer, assign or sell any of its founder shares until the earlier
of (A) 180 days after the completion of our initial business combination or (B) subsequent
to our initial business combination, (x) if the last sale price of the ordinary shares equal
or exceed $12.00 per share (as adjusted for share splits, share capitalizations, subdivisions,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 90 days after our initial business combination, or (y) the
date on which we complete a liquidation, merger, share exchange, reorganization or other
similar transaction after the completion of our initial business combination that results
in all of our public shareholders having the right to exchange their ordinary shares for
cash, securities or other property (except as described herein under “ Principal
Shareholders - Transfer Restrictions on Founder Shares and Private Placement Shares ”).
We refer to such transfer restrictions throughout this prospectus as the lock-up.
In
addition, we could agree to permit the holders of our founder shares to transfer shares or agree to cancel such securities. Although
no such transfers or cancellations are contemplated, we could agree to permit such transfer or cancellation to facilitate the closing
of a business combination.
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Private
placement shares |
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Our
sponsor has agreed to purchase an aggregate of 314,250 private placement shares (or 345,188 shares if the underwriters’ over-allotment
option is exercised in full) at a price of $10.00 per share for an aggregate purchase price of $3,142,500 (or $3,451,875 if the over-allotment
option is exercised in full). The private placement shares are identical to the ordinary shares sold in this offering except that,
(i) we may not redeem the ordinary shares, and (ii) they may not, subject to certain limited exceptions, be transferred, assigned
or sold by our sponsor until 30 days after the completion of our initial business combination, and are entitled to registration rights.
See “ Principal Shareholders - Transfer Restrictions on Founder Shares and Private Placement Shares ,” “ The
Offering - Transfer restrictions on private placement shares ” and “ Principal Shareholders - Registration Rights ”
for additional information regarding differences between the private placement shares and the public shares sold in this offering.
The private placement shares will be sold in a private placement that will close simultaneously with the closing of this offering,
including the over-allotment option, as applicable. There will be no redemption rights or liquidating distributions from the trust
account with respect to the founder shares and private placement shares. Our sponsor has agreed to waive its redemption rights with
respect to its private placement shares (i) in connection with the consummation of a business combination, (ii) in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of
our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window
and (iii) if we fail to consummate a business combination within the completion window or if we liquidate prior to the expiration
of the period to consummate the initial business combination. However, our sponsor will be entitled to redemption rights with respect
to any public shares held by it if we fail to consummate a business combination or liquidate within the completion window. |
13 |
Transfer
restrictions on private placement shares |
|
The
private placement shares will not be transferable, assignable or salable until 30 days after the completion of our initial business
combination (except with respect to permitted transferees as described herein under “ Principal Shareholders - Transfer Restrictions
on Founder Shares and Private Placement Shares ”). |
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Proceeds
to be held in trust account |
|
Nasdaq
listing rules provide that at least 90% of the gross proceeds from this offering and the
sale of the private placement shares be deposited in a trust account. Of the net proceeds
we will receive from this offering and the sale of the private placement shares described
in this prospectus, $76,125,000 or $87,543,750 if the underwriters’ over-allotment
option is exercised in full ($10.15 per share in either case), will be deposited into a U.S.-based
trust account at Morgan Stanley established by Odyssey Transfer and Trust Company
acting as trustee. An aggregate of $1,080,000 will be used to pay expenses in connection
with the closing of this offering and for working capital following this offering, and $937,500
will be paid to the underwriter as the underwriting discounts and commissions upon the closing
of this offering (or $1,078,125 if the underwriters’ over-allotment option is exercised
in full). The funds in the trust account will be invested only in U.S. government treasury
obligations with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.
government treasury obligations and/or held as cash or cash items (including in demand deposit
accounts). To mitigate the risk that we might be deemed to be an investment company for purposes
of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the
securities held in the trust account and instead to hold the funds in the trust account in
cash until the earlier of the consummation of our initial business combination or our liquidation.
The proceeds to be placed in the trust account include the deferred underwriting commissions
payable to the Representative in cash in an amount of 5.0% of the remaining amount
held in the trust account following all properly submitted shareholder redemption in connection
with the consummation of the initial Business Combination and immediately prior to the
closing of the initial business combination.
Except
with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any (but without
deduction for any excise or similar tax that may be due or payable), the funds held in the trust account will not be released from
the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any
public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window
or (B) with respect to any other material provisions 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 the completion window,
subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any,
which could have priority over the claims of our public shareholders.
|
14 |
Anticipated
expenses and funding sources |
|
Unless
and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except
the withdrawal of interest to pay our taxes, if any (but without deduction for any excise or similar tax that may be due or payable),
or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association,
as described above. Based upon current interest rates, we expect the trust account to generate approximately $2,625,000 of
interest annually (assuming an interest rate of 3.50% per year); however, we can provide no assurances regarding
this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: |
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● |
the
net proceeds of this offering and the sale of the private placement shares not held in the trust account, which will be approximately
$600,000 in working capital after the payment of approximately $480,000 in expenses relating to this offering; and |
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any
loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third
parties, although they are under no obligation to loan funds to, or otherwise invest in, us; and provided that any such loans will
not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial
business combination. If we complete our initial business combination, we expect to repay such loaned amounts out of the proceeds
of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the
working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used
to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into private placement shares at a price of $10.00
per share at the option of the lender. |
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Conditions
to completing our initial business combination |
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We
will have up to 15 months from the closing of this offering to consummate an initial business combination. |
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Nasdaq
listing 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 any taxes payable on the income earned on the trust
account) at the time of the agreement to enter into the initial business combination. Notwithstanding
the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer
be required to meet the foregoing 80% of net assets test. We do not currently intend to purchase
multiple businesses in unrelated industries in conjunction with our initial business combination,
although there is no assurance that will be the case.
If
our board of directors is not able independently to determine the fair market value of the target business or businesses, 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. We will complete our initial business combination only if the post-transaction
company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business 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 our initial business combination may collectively own a minority interest
in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction.
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 valued for purposes of the 80% of net
assets test; provided that in the event that our initial 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.
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15 |
Permitted
purchases and other transactions with respect to our securities |
|
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
initial shareholders, advisors or any of their respective affiliates may purchase public
shares in privately negotiated transactions or in the open market either prior to or following
the completion of our initial business combination. The price per share paid in any such
transaction may not be higher than the amount per share a public shareholder would receive
if it elected to redeem its shares in connection with our initial business combination. Additionally,
at any time at or prior to our initial business combination, subject to applicable securities
laws (including with respect to material nonpublic information), our initial shareholders,
advisors or any of their respective affiliates may enter into transactions with investors
and others to provide them with incentives to acquire public shares or not redeem their public
shares. However, our initial shareholders, advisors or any of their respective affiliates
are under no obligation or duty to do so and they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such
transactions. See “ Proposed Business - Permitted purchases and other transactions
with respect to our securities ” for a description of how our initial shareholders,
advisors or any of their respective affiliates will select which shareholders with whom to
enter into private transactions. None of the funds held in the trust account will be used
to purchase public shares in such transactions prior to the completion of our initial business
combination. If our initial shareholders, advisors or any of their respective affiliates
engage in such transactions, they will be restricted from making any such purchases when
they are in possession of any material non-public information not disclosed to the seller
or if such purchases are prohibited by Regulation M under the Exchange Act.
In
the event that our initial shareholders, advisors or any of their respective affiliates purchase public shares in privately negotiated
transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would
be required to revoke their prior elections to redeem their public shares. We do not currently anticipate that such purchases, if
any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject
to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the
purchases are subject to such rules, the purchasers will comply with such rules. Further, any such purchases will be reported pursuant
to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Our initial
shareholders, advisors or any of their respective affiliates will be restricted from making any purchases if such purchases would
violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Any
of the public shares purchased by our initial shareholders, advisors and any of their respective affiliates from public shareholders
outside the redemption process described in this prospectus would not be voted in favor of approving our initial business combination.
The purpose of any such purchases could be to satisfy a closing condition in an agreement with a target that requires us to have
a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement
would otherwise not be met. Any such transactions may result in the completion of our initial business combination that may not otherwise
have been possible. In addition, if such purchases are made, the public “float” of our ordinary shares may be reduced
and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
In
the event our initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors, officers,
advisors or their respective affiliates, were to purchase shares from public shareholders, such purchases would be structured
in compliance with the requirements of Rule 14e-5 under the Exchange Act. See “ Proposed Business - Permitted purchases and
other transactions with respect to our securities .”
|
16 |
Redemption
rights for public shareholders upon completion of our initial business combination |
|
We
will provide our public shareholders with the opportunity to redeem all or a portion of their
public 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 calculated
as of two business days prior to the consummation of our initial business combination, including
interest (which interest shall be net of taxes payable), divided by the number of then issued
and outstanding public shares, subject to the limitations described herein. 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.
The
amount in the trust account is initially anticipated to be $10.15 per public share. The per share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the Representative.
The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
Our initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors and officers, have
entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
shares held by them in connection with the completion of our initial business combination.
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Manner
of conducting redemptions |
|
We
will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of
our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2)
by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct
a tender offer 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 the Companies Act or stock exchange listing requirement. Asset acquisitions and
share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary
of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended
and restated memorandum and articles of association would typically require shareholder approval. If a shareholder vote is not required
and we choose not to seek shareholder approval for business or other reasons, we intend to conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing
requirement. If shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we
decide to obtain shareholder approval for business or other reasons, we will: |
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conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules; and |
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file
proxy materials with the SEC. |
17 |
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We
will consummate our initial business combination only if we obtain the approval of an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a simple majority
of the voting rights held by such members as, being entitled to do so, vote in person or
by proxy at a general meeting of the company. Redemptions of our public shares may also be
subject to a net tangible asset test or cash requirement pursuant to an agreement relating
to our initial business combination. For example, the proposed business combination may require:
(1) cash consideration to be paid to the target or its owners; (2) cash to be transferred
to the target for working capital or other general corporate purposes; or (3) the retention
of cash to satisfy other conditions in accordance with the terms of the proposed business
combination. In the event the aggregate cash consideration we would be required to pay for
all public shares that are validly submitted for redemption plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed business combination exceed the aggregate
amount of cash available to us, we will not complete the business combination or redeem any
shares, and all ordinary shares submitted for redemption will be returned to the holders
thereof, and we instead may search for an alternate business combination (including, potentially,
with the same target).
If,
however, a shareholder vote is not required and we decide not to hold a shareholder vote for business or other reasons, we will:
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conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
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file
tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies. |
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Upon
the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules,
we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open
market, in order to comply with Rule 14e-5 under the Exchange Act. |
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In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. Furthermore, redemptions of our public shares may be subject to a net tangible asset
test or cash requirement pursuant to an agreement relating to our initial business combination. Consequently, if accepting all properly
submitted redemption requests would cause our net tangible assets to be less than the amount necessary to satisfy a closing condition
as described above, we would not proceed with such redemption and the related business combination and may instead search for an
alternate business combination (including, potentially, with the same target). |
18 |
Tendering
share certificates in connection with redemption rights or a tender offer |
|
We
may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy
materials or tender offer documents mailed to such holders, or up to two business days prior to the initially scheduled vote on the
proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s
option, rather than simply voting against the initial business combination. The proxy or tender offer materials, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are
requiring public shareholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder
must identify itself in order to validly redeem its shares. |
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Limitation
on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote |
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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. We believe the restriction
described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to
use their ability to redeem their shares as a means to force us or our initial shareholders or their affiliates to purchase their
shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder
holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against
a business combination if such holder’s shares are not purchased by us or our initial shareholders or their affiliates at a
premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to
no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with a business combination
with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would
not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that
hold more than 15% of the shares sold in this offering) for or against our initial business combination. |
19 |
Redemption
rights in connection with proposed amendments to our amended and restated memorandum and articles of association |
|
Our
amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business
combination activity (including the requirement to deposit proceeds of this offering and the sale of the private placement shares
into the trust account and not release such amounts except in specified circumstances), may be amended only with the approval of
a special resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires
the affirmative vote of a majority of at least two-thirds of such shareholders as, being entitled to do so, vote in person or 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. A quorum for such general meeting will consist of the holders present in person or by proxy of shares of the
company representing one-third of the issued and outstanding shares entitled to vote at such general meeting. Corresponding provisions
of the investment management trust agreement governing the release of funds from our trust account may be amended if approved by
holders of two-thirds of such shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the company.
Unless specified in our amended and restated memorandum and articles of association, or as required by applicable law or stock exchange
rules, the affirmative vote of shareholders holding a majority of the outstanding ordinary shares that are voted is required to approve
any such matter voted on by our shareholders. Prior to an initial business combination, we may not issue additional securities that
can vote pursuant to our amended and restated memorandum and articles of association on any initial business combination or any amendments
to our amended and restated memorandum and articles of association. Our initial shareholders, who will beneficially own 28% of our
ordinary shares upon the closing of this offering (not including the private placement shares and assuming the sponsor does not purchase
any shares in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association
and/or trust agreement and will have the discretion to vote in any manner they choose. Our initial shareholders, including our sponsor,
the unaffiliated founder share transferees and our officers and directors, have agreed, pursuant to a letter agreement with us, that
they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity, 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 (which interest shall be net of taxes payable and
up to US$100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares. Our
initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors and officers, have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any shares held
by them in connection with the completion of our 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. |
20 |
Release
of funds in trust account on closing of our initial business combination |
|
On
the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee
or released to us to pay amounts due to any public shareholders who properly exercise their redemption rights as described above
under “ Redemption rights for public shareholders upon completion of our initial business combination .” We will
use the remaining funds (less any taxes payable on interest earned and less any interest earned thereon that is released to us for
taxes) to pay the Representative its deferred underwriting compensation, to pay all or a portion of the consideration payable to
the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business
combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust
account are used for payment of the consideration in connection with our initial business combination or the redemption of our public
shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for
maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital. |
|
|
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Redemption
of public shares and distribution and liquidation if no initial business combination |
|
Our
amended and restated memorandum and articles of association will provide, that we will initially have the completion window to complete
our initial business combination. If we have not completed our initial business combination within the completion window, we will:
(1) cease all operations except for the purpose of winding up; and (2) as promptly as reasonably possible but not more than ten business
days thereafter, 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 (which interest shall be net of taxes payable and up to US$100,000 of interest to pay dissolution
expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (3) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. |
|
|
|
|
|
Our
initial shareholders have entered into written agreements with us pursuant to which they
have waived their right to liquidating distributions from the trust account with respect
to their founder shares and private placement shares if we fail to complete our initial business
combination within the completion window. However, if our initial shareholders acquire public
shares, they will be entitled to liquidating distributions from the trust account with respect
to such public shares if we fail to complete our initial business combination within the
completion window.
The
Representative has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do
not complete our initial business combination within the completion window and, in such event, such amounts will be included with
the funds held in the trust account that will be available to fund the redemption of our public shares.
|
21 |
Limited
payments to insiders |
|
There
will be no finder’s fees, reimbursements or cash payments made by us to our initial shareholders, or our or any of their respective
affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other
than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement
shares held in the trust account prior to the completion of our initial business combination: |
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● |
repayment
of an aggregate of up to $600,000 in loans made to us by our sponsor to cover offering-related and organizational expenses and to
finance transaction costs in connection with an intended initial business combination; |
|
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|
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|
|
● |
payment
to our sponsor or an affiliate of $10,000 per month for office space, administrative and support services; and |
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|
● |
reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. |
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● |
repayment
of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to finance transaction
costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written
agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into private placement shares at
a price of $10.00 per share at the option of the lender. |
|
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|
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|
|
|
These
payments may be funded using the net proceeds of this offering and the sale of the private placement shares not held in the trust
account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account
released to us in connection therewith. Our audit committee will review and approve all payments that were made by us to our sponsor,
directors, officers or our or any of their respective affiliates, which may include reimbursement of any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. |
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|
|
|
|
Audit
committee |
|
Prior
to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other
things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is
identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such
noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see “ Management -
Committees of the Board of Directors - Audit Committee .” |
22 |
Conflicts
of interest |
|
Our
officers and directors may owe competing duties to other enterprises, and opportunities presented
to them may not be presented to us as a result of such conflicts. Also, 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.
Our
initial shareholders are not prohibited from sponsoring, investing in or otherwise becoming involved with, any other blank check
companies (including special purpose acquisition companies similar to our company), including in connection with their initial business
combinations, prior to us completing our initial business combination. Potential investors should also be aware of certain potential
conflicts of interest as further described in See “ Proposed Business - Our Acquisition Process” and “ Management
- Conflicts of Interest .”
If
any of our directors or officers become aware of a business combination opportunity which is suitable for another entity to whom
they owe fiduciary or contractual duties, he or she may need to honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to
their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to
the fullest extent permitted by applicable 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 may be a corporate opportunity for any director or officer, on the one
hand, and us, on the other. See “ Risk Factors - Risks Related to our Sponsor, Management Team, and Their Respective Affiliates
- Certain of our initial shareholders, including certain of our directors and officers, are now, and all of them may become, affiliated
with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented .”
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders;
accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an
appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests
different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.
In the event we seek to complete an initial business combination with a target that is affiliated with our initial shareholders,
we, or a committee of independent and disinterested directors, may engage independent advisors to assist with the evaluation and
will obtain an opinion from an independent investment banking firm or from an independent accounting firm that such business combination
is fair to our company from a financial point of view.
In
addition, our initial shareholders or any of their affiliates may make additional investments in the company in connection with the
initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our initial
shareholders or any of their affiliates elects to make additional investments, such proposed investments could influence our initial
shareholder’s motivation to complete an initial business combination.
|
23 |
|
|
Prior
to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the
3,354,167 founder shares, or approximately $0.0075 per share. In addition, our sponsor has
committed to purchase an aggregate of 314,250 (or 345,188 if the underwriters’ over-allotment
option is exercised in full) private placement shares for a purchase price of $10.00 per
share, or $3,142,500, in the aggregate (or $3,451,875 in the aggregate if the underwriters’
over-allotment option is exercised in full). Because the founder shares and private placement
shares held by our sponsor and management will be worthless if we do not complete a business
combination transaction during the completion window, members of our board of directors may
be economically incentivized to consummate an initial business combination with a riskier,
weaker-performing or less-established target business than would be the case if our management
had paid the same per share price for the founder shares as our public shareholders paid
for their public shares.
Payment
for the reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial
business combination, and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers
and directors to finance transaction costs in connection with an intended initial business combination, may not be paid in the event
we do not consummate a business combination.
In
the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on
our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may
not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.
Similarly,
if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee
in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination as any
such fee may not be paid unless we consummate such business combination.
|
|
|
|
Indemnity |
|
Our
sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed
entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.15 per public share or (2)
such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions
in the value of the trust assets, in each case net of interest which may be withdrawn to pay our taxes, if any (but without deduction
for any excise or similar tax that may be due or payable), except as to any claims by a third party who executed a waiver of any
and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering
against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed
to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party
claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe
that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations.
We have not asked our sponsor to reserve for such obligations. |
24 |
Summary
of Risk Factors
An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
the section titled “ Risk Factors ,” alone or in combination with other events or circumstances, may materially adversely
affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and
you could lose all or part of your investment. Such risks include, but are not limited to:
|
● |
We
are a newly incorporated exempted company with no operating history, no revenues and no identified operating business as a target,
and you have no basis on which to evaluate our ability to achieve our business objective. |
|
● |
Our
public shareholders may not be afforded an opportunity to vote on our proposed business combination, and even if we hold a vote,
holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public shareholders do not support such a combination and we do not need any public shares sold in this offering
(assuming only the minimum number of shares representing a quorum are voted, the over-allotment option is not exercised and the initial
shareholders do not purchase any shares in this offering or shares in the after-market) to be voted in favor of the initial business
combination. |
|
● |
If
we seek shareholder approval of our initial business combination, our initial shareholders, including our sponsor, directors and
officers, have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
|
● |
Your
opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. |
|
● |
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred
underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure. |
|
● |
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the
probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order
to redeem your shares. |
|
● |
The
requirement that we complete our initial business combination within the completion window may give potential target businesses leverage
over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our shareholders. |
|
● |
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by a global health crisis or other matters of global concern. |
|
● |
Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability
to protect your rights through the U.S. Federal or state courts may be limited. |
|
● |
As
the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive
targets. 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. |
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|
|
● |
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate
and complete an initial business combination. |
|
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|
● |
We
may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this
offering, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in
connection with a related financed transaction. Our Representative is entitled to receive deferred underwriting commissions that
will be released from the trust account only upon the completion of an initial business combination. These financial incentives may
cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including
for example, in connection with the sourcing and consummation of an initial business combination. |
|
|
|
|
● |
We
may not be able to complete our initial business combination within the completion window, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may
receive only $10.15 per share, or less than such amount in certain circumstances. |
25 |
|
● |
If
we seek shareholder approval of our initial business combination, our initial shareholders, advisors or any of their respective affiliates
may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the
public “float” of our securities. |
|
● |
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we
may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the
target business with which we enter into our initial business combination may not have attributes entirely consistent with our general
criteria and guidelines. |
|
● |
We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established
record of revenue or earnings. |
|
● |
We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding
fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair
to our company from a financial point of view. |
|
● |
Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to
locate and acquire or merge with another business. |
|
● |
Because
we are not limited to a particular industry, sector or geography or any specific target business with which to pursue our initial
business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations. |
|
● |
If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination
or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
|
● |
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your public shares potentially at a loss. |
|
● |
Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions. |
|
● |
You
will not be entitled to certain protections afforded to investors of some other blank check companies. |
|
● |
We
may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity
for our shareholders to appoint directors. |
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|
● |
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 have not completed our initial business combination within the completion window,
our public shareholders may receive only approximately $10.15 per share, or less in certain circumstances, on our redemption of their
shares. |
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|
● |
If
the funds not being held in the trust account are insufficient to allow us to operate until the end of the completion window, we
may be unable to complete our initial business combination. |
|
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|
● |
Past
performance by our management team and their respective affiliates, including investments and transactions in which they have participated
and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. |
|
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|
● |
We
may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise. |
26 |
SUMMARY
FINANCIAL DATA
The
following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included
in this prospectus. We have not had any significant operations to date, and accordingly only balance sheet data is presented.
| |
April 30, 2026 | |
| |
Actual | | |
As Adjusted | |
| |
| | |
(Unaudited) | |
Balance Sheet Data: | |
| | | |
| | |
Working (deficiency)/ capital (1) | |
$ | (24,800 | ) | |
$ | 575,200 | |
Total asset (2) | |
$ | 86,109 | | |
$ | 76,700,200 | |
Total liabilities (3) | |
$ | 110,909 | | |
$ | 3,806,250 | |
Value of ordinary share subject to possible redemption (4) | |
$ | - | | |
$ | 76,125,000 | |
Shareholders’ (deficiency)/ equity (5) | |
$ | (24,800 | ) | |
$ | (3,231,050 | ) |
(1)
|
The
“as adjusted” calculation includes $600,000 in cash held outside the trust account, minus $24,800 of shareholders’
deficit as of April 30, 2026, assuming the underwriters’ over-allotment option is not exercised. |
(2)
|
The
“as adjusted” calculation equals $76,125,000 of cash held in trust from the proceeds of this offering and the sale of
the private placement shares, plus $600,000 in cash held outside the trust account, minus $24,800 of shareholders’ deficit
April 30, 2026. |
(3)
|
The
“as adjusted” calculation equals $3,806,250 of deferred underwriting commissions, assuming the over-allotment option
is not exercised, plus the over-allotment liability of $0. |
(4) |
The
“as adjusted” value of ordinary shares which may be redeemed for cash equals the “as adjusted” total assets
of $76,700,200, less the “as adjusted” shareholders’ equity of $575,200. The amount represents proceeds to be held
in the trust account upon the consummation of this offering. The ordinary shares offered to the public contain redemption rights
that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with
the guidance provided in ASC 480-10-S99-3A and will be subsequently accreted at redemption value. |
(5) |
Excludes
7,500,000 ordinary shares which may be redeemed in connection with our initial business combination and assuming no exercise of the
over-allotment option. The actual number of shares that may be redeemed may exceed this amount. The “as adjusted” calculation
equals the “as adjusted” total assets of $76,700,200, less the “as adjusted” total liabilities and
the value of ordinary shares $76,125,000 that may be redeemed in connection with our initial business combination (initially $10.15
per share or 101.5% of the gross proceeds from this offering). |
27 |
Risk
factors
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this prospectus, before making a decision to invest in our shares. If any of the following events
occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price
of our securities could decline, and you could lose all or part of your investment.
RISKS
RELATING TO OUR SEARCH FOR, AND CONSUMMATION OF OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION
We
are a newly incorporated exempted company with no operating history, no revenues and no identified operating business as a target, and
you have no basis on which to evaluate our ability to achieve our business objective.
We
are a newly incorporated exempted company with no operating results, and we will not commence operations until obtaining funding through
this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with
any prospective target business concerning a business combination and may be unable to complete our initial business combination. If
we fail to complete our initial business combination, we will never generate any operating revenues.
Our
public shareholders may not be afforded an opportunity to vote on our proposed business combination, and even if we hold a vote, holders
of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority
of our public shareholders do not support such a combination and we do not need any public shares sold in this offering (assuming only
the minimum number of shares representing a quorum are voted, the over-allotment option is not exercised and the initial shareholders
do not purchase any shares in this offering or shares in the after-market), to be voted in favor of the initial business combination.
We
may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other
reasons. For instance, Nasdaq listing rules currently allow us to engage in a tender offer in lieu of a general meeting but would still
require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares or that involves
a merger to a target business as consideration in any business combination. In such case, the decision as to whether we will seek shareholder
appr
### EX-3.1 - EX-3.1
EX-3.1
2
ex3-1.htm
EX-3.1
Exhibit 3.1
### EX-4.1 - EX-4.1
EX-4.1
3
ex4-1.htm
EX-4.1
Exhibit
4.1
SHARES
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP [ ]
Crestone
Strategic Capital Acquisition Corporation
INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS
ORDINARY
SHARES
This
Certifies that _______________________________________________________________________ is the owner of _______________________________________________________________________
FULLY
PAID AND NON-ASSESSABLE ORDINARY SHARES, PAR VALUE $0.0001, OF
Crestone
Strategic Capital Acquisition Corporation
(THE
“ COMPANY ”)
transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The
Company will be required to redeem all of its ordinary shares if it does not complete a business combination by the date set forth in
the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, all as
more fully described in the Company’s final prospectus dated ____, 2026.
This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures
of its duly authorized officers.
|
|
|
Chief
Executive Officer |
|
Secretary |
Odyssey
Transfer and Trust Company
|
|
Transfer
Agent |
|
|
|
Crestone
Strategic Capital Acquisition Corporation
The
Company will furnish without charge to each shareholder who so requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject
to all the provisions of the Company’s amended and restated memorandum and articles of association and all amendments thereto and
resolutions of the Company’s Board of Directors providing for the issue of securities (copies of which may be obtained from the
Secretary of the Company) to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN
COM |
—as
Tenants in Common |
UNIF
GIFT MIN ACT |
—Custodian |
|
|
|
|
|
(Cust) |
|
(Minor) |
TEN
ENT |
—as
Tenants by the Entirety |
|
|
|
|
|
|
|
under
Uniform Gifts to Minors Act |
JT
TEN |
—as
joint tenants with right of survivorship and not as tenants in common |
|
|
|
|
|
(State) |
Additional
abbreviations may also be used though not in the above list.
For
value received , _____________________________________ hereby sells, assigns and transfers unto _____________________________
(insert name and social security number or other identifying number of assignee) whose address is _______________________________________________________________________,
____________________ ordinary shares represented by the within Certificate, and hereby irrevocably constitutes and appoints ________________
Attorney to transfer the said ordinary shares on the books of the within named Company with full power of substitution in the premises.
Dated: |
|
|
|
|
(legal
signature) |
Notice:
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without
alteration or enlargement or any change whatsoever.
Signature(s)
Guaranteed: ____________________________
The
signature must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings & loan associations and credit unions
with membership in an approved signature guarantee medallion program pursuant to SEC Rule 17A d-15 (or any successor rule) under the
Securities Exchange Act of 1934, as amended).
In
each case, as more fully described in the Company’s final prospectus for its initial public offering dated ___, 2026, the holder(s)
of this certificate shall be entitled to receive a pro rata portion of certain funds held in the trust account established in
connection with the Company’s initial public offering only in the event that (i) the Company redeems the ordinary shares sold in
the Company’s initial public offering and liquidates because it does not consummate an initial business combination by the date
set forth in the Company’s amended and restated memorandum and articles of association, (ii) the Company redeems the ordinary shares
sold in its initial public offering properly submitted in connection with a shareholder vote to amend the Company’s amended and
restated memorandum and articles of association (a) to modify the substance or timing of the Company’s obligation to allow redemptions
in connection with its initial business combination or to redeem 100% of the ordinary shares if it does not consummate an initial business
combination by the date set forth in the Company’s amended and restated memorandum and articles of association or (b) with respect
to any other provisions relating to shareholders’ rights or pre-initial business combination activity, or (iii) if the holder(s)
seek(s) to redeem for cash his, her or its respective ordinary shares in connection with a tender offer (or proxy solicitation, solely
in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed
initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust
account.
|
### EX-10.1 - EX-10.1
EX-10.1
4
ex10-1.htm
EX-10.1
Exhibit 10.1
Crestone
Strategic Capital Acquisition Corporation
211
East 43rd Street, FL 7-100
New
York, NY 10017
May
15, 2026
Crestone
Strategic Capital Acquisition Corporation
211
East 43rd Street, FL 7-100
New
York, NY 10017
RE:
Subscription Agreement
Ladies
and Gentlemen:
This agreement (the “ Agreement ”)
is entered into as of May 15, 2026 by and between Crestone Strategic Capital Acquisition Corporation, a Cayman Islands exempted company
(the “ Company ,” “ we ” or “ us ”) and Crestone Strategic Capital Limited, a British
Virgin Islands business company with limited liability (the “ Subscriber ” or “ you ”). Pursuant to
the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,354,167 Ordinary shares, $0.0001 par value
per share (the “ Shares ”), up to 437,500 of which are subject to forfeiture by you if the underwriters of the initial
public offering (“ IPO ”) of shares of the Company, do not fully exercise their over-allotment option (the “ Over-allotment
Option ”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
1.
Purchase of Securities.
1.1
Purchase of Shares. For the sum of $25,000 (the “ Purchase Price ”), which the Company acknowledges receiving
in the form of a capital contribution from the Subscriber, the Company hereby issues the Shares to the Subscriber, and the Subscriber
hereby subscribes for and purchases the Shares from the Company. The Shares are subject to forfeiture at no consideration, on the terms
and subject to the conditions set forth in this Agreement. Concurrently with receipt of the Purchase
Price, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing
the shares (the “ Certificate ”), or effect such delivery in book-entry form.
2.
Representations, Warranties and Agreements.
2.1
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the
Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.
2.1.2
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3
Organization and Authority. The Subscriber is a British Virgin Islands business company with limited liability, validly existing
and in good standing under the laws of the British Virgin Islands and possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding
agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally
and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
1 |
2.1.4
Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an
indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable
of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must
bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities
Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment
in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.
2.1.5
Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge
and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished
pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making
its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “ Securities Act ”) and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under state law.
2.1.7
Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.
2.1.8
Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered pursuant to this Agreement in a transaction
not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or
book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to
offer, resell, charge, mortgage, pledge or otherwise transfer the Shares, such Shares may be offered, resold, charged, mortgaged, pledged
or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration.
Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any
such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration
or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell
company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial
business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any
contractual transfer restrictions.
2.1.9
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2
Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby
represents and warrants to the Subscriber and agrees with the Subscriber as follows:
2.2.1
Organization and Corporate Power. The Company is an exempted company incorporated in the Cayman Islands with limited liability
and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate
power and authority necessary to carry out the transactions contemplated by this Agreement.
2 |
2.2.2
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Memorandum and Articles of Association of the
Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to
which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.
2.2.3
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and
validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber
will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing,
(b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of
the Subscriber.
2.2.4
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with
any transactions.
3.
Forfeiture of Shares.
3.1
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the
IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall
forfeit any and all rights to such number of Shares (up to an aggregate of 437,500 Shares and pro rata based upon the percentage of the
Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial shareholders
prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any
ordinary shares purchased by Subscriber in the IPO or in the aftermarket equal to 28% of the issued and outstanding Shares immediately
following the IPO. Such forfeiture shall take effect as a surrender for no consideration as a matter of Cayman Islands law, and shall
occur upon the expiration of the Over-allotment Option.
3.2
Termination of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time
the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall
take such action as is appropriate to cancel such forfeited Shares. Additionally, if the Subscriber does not pay the Purchase Price prior
to the Company’s initial public offering, the Company may terminate this Agreement.
4.
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the
Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust
account which will be established for the benefit of the Company’s public shareholders and into which substantially all of the
proceeds of the IPO will be deposited (the “ Trust Account ”), in the event of a liquidation of the Company upon the
Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases
Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon
the successful completion of an initial business combination.
3 |
5.
Restrictions on Transfer.
5.1
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known
as an “ Insider Letter ”) to be dated prior to the closing of the IPO by and between Subscriber and the Company, Subscriber
agrees not to sell, transfer, charge, mortgage, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior
thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect
to the Shares proposed to be transferred shall then be effective or (b) pursuant to an available exemption from registration, if, at
the request of the Company, the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities
and Exchange Commission thereunder and with all applicable state securities laws.
5.2
Lock-up. Subscriber acknowledges that the Shares will be subject to lock-up provisions (the
“ Lock-up ”) contained in the Insider Letter.
5.3
Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, CHARGED, MORTGAGED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, CHARGED, MORTGAGED, PLEDGED
OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”
5.4
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary
dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which
such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section
3.
5.5
Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant
to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.
6.
Other Agreements.
6.1
Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.
6.2
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.
4 |
6.3
Entire Agreement. This Agreement, together with the Insider Letter and the registration rights agreement, each substantially in
the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior
oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant
or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express
terms and provisions of this Agreement.
6.4
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto.
6.5
Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and
shall not constitute a continuing waiver or consent.
6.6
Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written
consent of the other party.
6.7
Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties
hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as
a third-party beneficiary of this Agreement.
6.8
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving
effect to the conflict of law principles thereof.
6.9
Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof,
contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.
6.10
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of
such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.
6.11
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or
in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.
6.12
No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of
such party and to bear the cost of legal expenses incurred in defending against any such claim.
5 |
6.13
Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
6.15
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the
singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this
Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation,
warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty,
or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from
or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
6.16
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
6.17
Surrender of Shares . Upon the issuance of the Shares, the Subscriber hereby surrenders to the Company for cancellation and for
nil consideration the existing one ordinary share of a par value US$0.0001 standing in its name in the register of members of the Company.
7.
Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company
negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares. Additionally,
the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection
with an initial business combination negotiated by the Company.
8.
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
[ Signature
Page Follows ]
6 |
If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to
us.
|
Very
truly yours,
Crestone
Strategic Capital Acquisition Corporation
|
|
By: |
/s/
Hongtao Sun |
|
Name: |
Hongtao Sun |
|
Title: |
Chief Executive Officer and Director |
Accepted
and agreed as of the date first written above. |
|
|
|
EXECUTED
and DELIVERED as a DEED
|
|
Crestone
Strategic Capital Limited
|
|
|
|
|
By: |
/s/
Shuya Iwamoto |
|
Name:
|
Shuya Iwamoto |
|
Title: |
Director |
|
[Signature
Page to Subscription Agreement]
|
### EX-10.5 - EX-10.5
EX-10.5
5
ex10-5.htm
EX-10.5
Exhibit
10.5
INDEMNIFICATION
AGREEMENT
This
agreement, made and entered into effective as of [●], 2026 (“ Agreement ”), by and between Crestone Strategic
Capital Acquisition Corporation, a Cayman Islands exempted company (“ Company ”), and the undersigned indemnitee (“ Indemnitee ”).
WHEREAS ,
the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for
liability of officers and directors; and
WHEREAS ,
the Board of Directors of the Company (“ Board ”) has determined that the ability to attract and retain such persons
is in the best interests of the Company’s shareholders; and
WHEREAS ,
it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to
advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue
to serve the Company free from undue concern that they will not be adequately indemnified; and
WHEREAS ,
this Agreement is a supplement to and in furtherance of the Company’s Amended and Restated Memorandum and Articles of Association
and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any
rights of Indemnitee thereunder; and
WHEREAS ,
Indemnitee is willing to serve on behalf of the Company on the condition that he be indemnified according to the terms of this Agreement;
NOW,
THEREFORE , in consideration of the premises and the covenants contained herein, and subject to the provisions of the letter agreement
dated as of [●], 2026, the Company and Indemnitee do hereby covenant and agree as follows:
1.
Definitions . For purposes of this Agreement:
1.1
“Change in Control” means a change in control of the Company occurring after the date hereof of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule
or form) promulgated under the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), whether or not the Company
is then subject to such reporting requirement provided, however, that, without limitation, such a Change in Control shall be deemed to
have occurred if after the date hereof (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), other than a person who is an officer or director of the Company on the date hereof (and any of such person’s affiliates),
is or becomes “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company without the prior
approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest;
(ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence
of which (A) members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board
thereafter or (B) the voting securities of the Company outstanding immediately prior to such transaction do not continue to represent
(either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of the surviving entity outstanding immediately after such transaction with the power to elect
at least a majority of the board of directors or other governing body of such surviving entity; or (iii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election
or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved)
cease for any reason to constitute at least a majority of the Board.
1.2
“Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was
serving at the request of the Company. In addition, service at the actual request of the Company, for purposes of this Agreement, Indemnitee
shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, agent or fiduciary of
any other enterprise if Indemnitee is or was serving as a director, officer, employee, agent or fiduciary of such enterprise and (A)
such enterprise is or at the time of such service was an affiliate of the Company, (B) such enterprise is or at the time of such service
was an employee benefit plan (or related trust) sponsored or maintained by the Company or an affiliate of the Company or (C) the Company
or an affiliate of the Company directly or indirectly caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged
or selected to serve in such capacity.
1 |
|
1.3
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.
1.4
“Expenses” means all reasonable attorneys’ fees, retainers, court costs (including trial and appeals), transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement,
and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, or being or preparing to be a witness in a Proceeding.
Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal,
premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
1.5
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any other matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall
be selected by (a) the Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if
(a) and (b) above are not possible, then by a majority of the full Board.
1.6
“Proceeding” means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing
or any other proceeding, , whether conducted by or on behalf of the Company or any other party, whether civil, criminal, administrative
or investigative, except one initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement.
2.
Services by Indemnitee.
Indemnitee
agrees to serve as a director, officer or employee of the Company. Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by operation of law).
3.
Indemnification - General .
Except
with respect to actions finally adjudicated to be a result of actual fraud or intentional misconduct of the Indemnitee, the Company shall
indemnify, and, subject to Section 26 hereof, advance Expenses to, Indemnitee as provided in this Agreement to the fullest extent permitted
by applicable law in effect on the date hereof and to such greater extent as any amendment to or interpretation of applicable law may
thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited
to, the rights set forth in the other Sections of this Agreement.
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4.
Proceedings Other Than Proceedings by or in the Right of the Company .
Indemnitee
shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he is, was or is
threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the
Company. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding
or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any
Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his
or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct
for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.
5.
Proceedings by or in the Right of the Company .
Indemnitee
shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened
to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment
in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement
and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding
the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled
or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine,
upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses
as the court deems proper.
6.
Indemnification for Expenses of Party Who is Wholly or Partly Successful .
Notwithstanding
any other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his Corporate Status,
a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses (and, when
eligible hereunder, amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses (and, when eligible hereunder,
amount paid in settlement) actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Agreement, the term “successful, on the merits or otherwise,” includes, but is not
limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any Proceeding against the Indemnitee without
any express finding of liability or guilt against him, and (ii) the expiration of 90 days after the making of any claim or threat of
a Proceeding without the institution of the same and without any promise or payment made to induce a settlement.
7.
Indemnification for Expenses as a Witness .
Notwithstanding
any other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.
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8.
Advancement of Expenses and Other Amounts .
Subject
to Section 26 hereof, the Company shall advance all Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid
in settlement, incurred by or on behalf of Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by
the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses, judgments, penalties, fines
and amounts paid in settlement, incurred by Indemnitee and shall include or be preceded or accompanied by an agreement by or on behalf
of Indemnitee to repay any Expenses, judgments, penalties, fines and amounts paid in settlement advanced if it shall ultimately be determined
that Indemnitee is not entitled to be indemnified against such Expenses, judgments, penalties, fines and, when eligible hereunder, amounts
paid in settlement. In connection with any request for advancement of Expenses, judgments, penalties, fines and amounts paid in settlement,
Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine
or otherwise jeopardize attorney-client privilege. The Company’s obligation in respect of the advancement of Expenses, judgments,
penalties, fines and amounts paid in settlement in connection with a criminal Proceeding in which Indemnitee is a defendant shall terminate
at such time as Indemnitee pleads guilty or is convicted after trial and such conviction becomes final and no longer subject to appeal.
Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay such amounts
and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
9.
Procedure for Determination of Entitlement to Indemnification .
9.1
To obtain indemnification under this Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit
to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Chief Executive Officer
or Secretary of the Company shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.
9.2
Upon written request by Indemnitee for indemnification pursuant to Section 9.1 hereof, a determination, if required by applicable law,
with respect to Indemnitee’s entitlement thereto shall be made in such case: (i) if a Change in Control shall have occurred, by
Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case
in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee; (ii) if a Change in Control shall not have occurred, at the election of the Company, (A) by the Board by a majority
vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not
obtainable, by a majority of a committee of the Board consisting of two or more Disinterested Directors, or (C) by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) by the shareholders of the Company, by a
majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a
majority vote of shareholders who are not parties to such proceeding; or (iii) as provided in Section 10.2 of this Agreement. The Company
promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with
the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
9.3
If a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party
advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may,
within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case
may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected
does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall
set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected
may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days
after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution
of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate,
and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section
9.2 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with its actions pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the
procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement
date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
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10.
Presumptions and Effects of Certain Proceedings .
10.1
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 9.1 of this Agreement, and the Company shall have the burden of proof to overcome that presumption by clear
and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior
to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has
met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent
Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.
10.2
If the person, persons or entity empowered or selected under Section 9 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification
under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith require(s)
such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, however,
that the foregoing provisions of this Section 10.2 shall not apply (i) if the determination of entitlement to indemnification is to be
made by the shareholders pursuant to Section 9.2 of this Agreement and if (A) within 15 days after receipt by the Company of the request
for such determination the Board has resolved to submit such determination to the shareholders for their consideration at an annual meeting
thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders
is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within
60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement. In connection with each meeting at which a shareholder
determination will be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee.
The Company shall afford the Indemnitee ample opportunity to present evidence of the facts upon which the Indemnitee relies for indemnification
in any Company proxy statement relating to such shareholder determination. Subject to the fiduciary duties of its members under applicable
law, the Board will not recommend against indemnification or reimbursement in any proxy statement relating to the proposal to indemnify
or reimburse the Indemnitee.
10.3
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect
the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his conduct was unlawful.
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10.4
For purposes of this Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable cause
to believe his conduct was unlawful, if his action is based on (i) the records or books of account of the Company, or another enterprise,
including financial statements, (ii) information supplied to him by the officers of the Company or another enterprise in the course of
their duties, (iii) the advice of legal counsel for the Company or another enterprise, or of an independent certified public accountant
or an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise”
as used in this Section shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise
of which the Indemnitee is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent.
The provisions of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee
may be deemed to have met the applicable standard of conduct set forth herein. Whether or not the foregoing provisions of this Section
10.4 are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable
cause to believe Indemnitee’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof
and the burden of persuasion by clear and convincing evidence.
10.5
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this
Agreement.
11.
Remedies of Indemnitee .
11.1
In the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination
of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have
been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company
of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a determination has been made
that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this
Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible
hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication.
11.2
In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination.
11.3
If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable
law.
11.4
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions
of this Agreement.
11.5
In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for
breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any
provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery
under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover
from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of
Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined
in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses
sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition,
the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section
8.
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12.
Procedure Regarding Indemnification .
With
respect to any Proceedings, the Indemnitee, prior to taking any action with respect to such Proceeding, shall consult with the Company
as to the procedure to be followed in defending, settling, or compromising the Proceeding and may not consent to any settlement or compromise
of the Proceeding without the written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company
shall be entitled to participate in defending, settling or compromising any Proceeding and to assume the defense of such Proceeding with
counsel of its choice and shall assume such defense if requested by the Indemnitee. Notwithstanding the election by, or obligation of,
the Company to assume the defense of a Proceeding, the Indemnitee shall have the right to participate in the defense of such Proceeding
and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee
unless (i) the employment of such counsel has been authorized in writing by the Company, or (ii) the Indemnitee has reasonably concluded
that there may be defenses available to him which are different from or additional to those available to the Company (in which latter
case the Company shall not have the right to direct the defense of such Proceeding on behalf of the Indemnitee), in either of which events
the fees and expenses of not more than one additional firm of attorneys selected by the Indemnitee shall be borne by the Company. If
the Company assumes the defense of a Proceeding, then counsel for the Company and Indemnitee shall keep Indemnitee reasonably informed
of the status of the Proceeding and promptly send to Indemnitee copies of all documents filed or produced in the Proceeding, and the
Company shall not compromise or settle any such Proceeding without the written consent of the Indemnitee (which consent may not be unreasonably
withheld or delayed) if the relief provided shall be other than monetary damages and shall promptly notify the Indemnitee of any settlement
and the amount thereof.
13.
Non-Exclusivity; Survival of Rights; Insurance; Subrogation; Contribution.
13.1
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Amended and Restated Memorandum
and Articles of Association, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration
or repeal of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted
by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law
and the Company’s Amended and Restated Memorandum and Articles of Association, whether by statute or judicial decision, permits
greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s
Amended and Restated Memorandum and Articles of Association or this Agreement, then this Agreement (without any further action by the
parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent
permitted by applicable law and the Company’s Amended and Restated Memorandum and Articles of Association. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
13.2
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such
policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or
a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.
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13.3
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are reasonably necessary to enable the Company to bring suit to enforce such rights.
13.4
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
13.5
If a determination is made that Indemnitee is not entitled to indemnification, after Indemnitee submits a written request therefor, under
this Agreement, then in respect of any threatened, pending or completed Proceeding in which the Company is jointly liability with the
Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts
paid in settlement by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company
on the one hand and the Indemnitee on the other hand from the transaction from which Proceeding arose, and (ii) the relative fault of
the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such Expenses, judgments,
fines or amounts paid in settlement, as well as any other relevant equitable considerations. The relative fault of the Company on the
one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments,
fines or amounts paid in settlement. The Company agrees that it would not be just and equitable if contribution pursuant to this Section
were determined by pro rata allocation or any other method of allocation that does not take into account the foregoing equitable considerations.
The determination as to the amount of the contribution, if any, shall be made by: (i) a court of competent jurisdiction upon the application
of both the Indemnitee and the Company (if the Proceeding had been brought in, and final determination had been rendered by such court);
(ii) the Board by a majority vote of a quorum consisting of Disinterested Directors; or (iii) Independent Counsel, if a quorum is not
obtainable for purpose of (ii) above, or, even if obtainable, a quorum of Disinterested Directors so directs.
14.
Duration of Agreement .
This
Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to
serve as a director and/or officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder
and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives
and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation,
or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in
form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession had taken place.
15.
Severability .
If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by
applicable law and the Company’s Amended and Restated Memorandum and Articles of Association; (b) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and the Company’s Amended and Restated Memorandum
and Articles of Association and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable.
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16.
Entire Agreement .
This
Agreement constitutes the entire agreement between the Company and the Indemnitee with respect to the subject matter hereof and supersedes
all prior agreements, understanding, negotiations and discussion, both written and oral, between the parties hereto with respect to such
subject matter (the “Prior Agreements”); provided, however, that if this Agreement shall ever be held void or unenforceable
for any reasons whatsoever, and is not reformed pursuant to Section 15 hereof, then (i) this Agreement shall not be deemed to have superseded
any Prior Agreements; (ii) all of such Prior Agreements shall be deemed to be in full force and effect notwithstanding the execution
of this Agreement; and (iii) the Indemnitee shall be entitled to maximum indemnification benefits provided under any Prior Agreements,
as well as those provided under applicable law, the Company’s Amended and Restated Memorandum and Articles of Association, a vote
of shareholders or resolution of directors.
17.
Exception to Right of Indemnification or Advancement of Expenses .
17.1
Except as provided in Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses, judgments, penalties,
fines and amounts paid in settlement under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him
against the Company.
17.2
Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or
any claim therein, arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or
Company similar successor statute.
18.
Covenant Not to Sue; Limitation of Actions; Release of Claims .
No
legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company (or any of its subsidiaries) against
the Indemnitee, his spouse, heirs, executors, personal representatives or administrators after the expiration of two (2) years from the
date of accrual of such cause of action and any claim or cause of action of the Company (or any of its subsidiaries) shall be extinguished
and deemed released unless asserted by the filing of a legal action within such two (2) year period; provided, however, that if any shorter
period of limitation is otherwise applicable to any such cause of action, such shorter period shall govern.
19.
Identical Counterparts .
This
Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement.
20.
Headings .
The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.
21.
Modification and Waiver .
No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.
9 |
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22.
Notice by Indemnitee .
Indemnitee
agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating any Proceeding or matter which may be subject to indemnification or advancement of Expenses, judgments, penalties,
fines or amounts paid in settlement covered hereunder. The failure to notify the Company on a timely basis shall not constitute a waiver
of Indemnitee’s rights under this Agreement, except to the extent that such failure or delay (i) causes the amounts paid or to
be paid by the Company to be greater than they otherwise would have been, (ii) adversely affects the Company’s ability to obtain
for itself or Indemnitee coverage or proceeds under any insurance policy available to the Company or Indemnitee, or (iii) otherwise results
in prejudice to the Company.
23.
Notices .
All
notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand and receipted for by the party to whom such notice or other communication shall have been directed, or (ii) mailed
by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:
If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in
writing to the Company.
If
to the Company, to:
Crestone
Strategic Capital Acquisition Corporation
211
East 43rd Street, FL 7-100
New
York, NY 10017
Attention:
Hongtao Sun
Email:
irin.sun@crestoneplus.com
or
to such other address or such other person as Indemnitee or the Company shall designate in writing in accordance with this Section, except
that notices regarding changes in notices shall be effective only upon receipt.
24.
Governing Law .
The
parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York
applicable to contracts made and performed in that state without giving effect to the principles of conflicts of laws. The Company and
Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the State of New York and the federal courts within
the State for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement and agrees that
any action instituted under this Agreement shall be brought only in the United States District Court for the Southern District of New
York and any New York State court within that District.
25.
Mutual Acknowledgment .
Both
the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit
the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.
26.
Waiver of Claims to Trust Account .
Notwithstanding
anything herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each,
a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering
for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as
a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason
whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereunder will only be able to be satisfied
by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the
Company consummates a business combination.
27.
Miscellaneous .
Use
of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
[ Signature
Page Follows ]
10 |
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
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Crestone Strategic Capital Acquisition Corporation |
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By: |
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Name: |
Hongtao
Sun |
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Title: |
Chief
Executive Officer |
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INDEMNITEE |
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Address: |
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Signature Page to Indemnification Agreement
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### EX-10.7 - EX-10.7
EX-10.7
6
ex10-7.htm
EX-10.7
Exhibit
10.7
THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”). THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
Principal
Amount: $600,000 |
Dated
as of May 15, 2026
New
York, New York
|
FOR
VALUE RECEIVED and subject to the terms and conditions set forth herein, Crestone Strategic Capital Acquisition Corporation, a Cayman
Islands exempted company (the “ Maker ”), promises to pay to the order of Crestone Strategic Capital Limited, a British
Virgin Islands business company with limited liability (the “ Payee ”), or order, the principal sum of up to Six-Hundred
Thousand Dollars ($600,000) in lawful money of the United States of America, on the terms and conditions described below. All payments
on this promissory note (“ Note ”) shall be made by check or wire transfer of immediately available funds or as otherwise
determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note.
1. |
Principal
and Drawdowns . Maker and Payee agree that Maker may request up to Six-Hundred Thousand Dollars ($600,000) for costs reasonably related
to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time by written
request by Maker to Payee up until the full amount has been drawn. The principal balance of this Note shall be due and repayable on the
earlier of (i) March 31, 2027, (ii) the date on which Maker consummates an initial public offering of its securities (“ IPO ”)
or (iii) the date on which Maker determines to not proceed with such IPO.
|
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2. |
Interest .
No interest shall accrue on the unpaid principal balance of this Note.
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3. |
Non-Convertible;
Non-Recourse . This Note shall not be convertible into any securities of Maker, and Payee shall have no recourse with respect
to the Payee’s ability to convert this Note into any securities of Maker. |
4. |
Application
of Payments . All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note. |
5. |
Events
of Default . Each of the following shall constitute an “ Event of Default ” under this Note:
|
|
(a) |
Failure
by Maker to pay any amount due hereunder when due and payable; |
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(b) |
Any
representation or warranty made by Maker herein proves to have been materially false or misleading when made or deemed made; |
|
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(c) |
Maker
becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt
or insolvent, or files any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future bankruptcy or insolvency statute; and |
|
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(d) |
A
receiver, trustee or liquidator is appointed for Maker or for all or substantially all of its assets. |
6. |
Remedies . |
|
(a) |
Upon
the occurrence of an Event of Default specified in Section 5 hereof which is continuing, the Payee may, by written notice
to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
1 |
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(b) |
Upon
the occurrence of an Event of Default specified in Section 5 hereof which is continuing, the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of the Payee.
|
7. |
Waivers .
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the
Note, all errors, defects and imperfections in any proceedings instituted by the Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained
by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by the Payee.
|
8. |
Unconditional
Liability . Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by the Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by the Payee with respect to the payment or
other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s
liability hereunder.
|
9. |
Notices .
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery
or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance
with this Section: |
If
to Maker:
Crestone
Strategic Capital Acquisition Corporation
211 East 43rd Street, FL 7-100
New
York, NY 10017
irin.sun@crestoneplus.com
If
to Payee:
Crestone
Strategic Capital Limited
Sea
Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands
shuyafstone@163.com
Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
10. |
Construction .
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF. |
2 |
11. |
Jurisdiction .
The courts of the State of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
(including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties
submit to the exclusive jurisdiction of the courts of New York. |
12. |
Severability .
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
13. |
Trust
Waiver . The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby
waives any and all right, title, interest or claim of any kind (“ Claim ”) in or to any amounts contained in the
trust account in which the proceeds of the IPO conducted by the Maker and the proceeds of the sale of securities in a private placement
that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus, were placed, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for
any reason whatsoever. If Maker does not consummate a Business Combination, this Note shall be repaid only from amounts remaining
outside of the trust account, if any. |
14. |
Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker
and the Payee. |
15. |
Assignment .
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void. |
16. |
Further
Assurance . The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
party) all such deeds, documents, acts and things as the Payee may from time to time reasonably require as may be reasonably necessary
to give full effect to this Note. |
[The
rest of this page is intentionally left blank]
3 |
IN
WITNESS WHEREOF , Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first
above written.
|
Crestone
Strategic Capital Acquisition Corporation |
|
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By: |
/s/
Hongtao Sun |
|
Name: |
Hongtao Sun |
|
Title: |
Chief Executive Officer and Director |
Accepted
and Agreed:
Crestone
Strategic Capital Limited
By: |
/s/
Shuya Iwamoto |
|
Name:
|
Shuya Iwamoto |
|
Title: |
Director |
|
[Signature
Page to the Promissory Note]
|
### EX-10.8 - EX-10.8
EX-10.8
7
ex10-8.htm
EX-10.8
Exhibit
10.8
Crestone
Strategic Capital Acquisition Corporation
211
East 43rd Street, FL 7-100
New
York, NY 10017
[ ], 2026
Crestone
Strategic Capital Limited
211
East 43rd Street, FL 7-100
New
York, NY 10017
Re:
Administrative Services Agreement
Ladies
and Gentlemen:
This
letter agreement by and between Crestone Strategic Capital Acquisition Corporation (the “ Company ”) and Crestone Strategic
Capital Limited (“ Sponsor ”), will confirm our agreement that, commencing on the effective date (the “ Commencement
Date ”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “ Registration
Statement ”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation
by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “ Termination Date ”):
(i)
Sponsor shall make available, or cause to be made available, to the Company, or any successor certain office space, administrative and
support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000
per month on the Commencement Date and continuing monthly thereafter until the Termination Date; and
(ii)
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this letter agreement (each, a “ Claim ”) in or to, and any and all right to seek payment of any amounts due
to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all
of the proceeds of the Company’s initial public offering will be deposited (the “ Trust Account ”) as a result
of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce,
encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to
seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust
Account for any reason whatsoever.
This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.
This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.
No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.
This
letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of
the State of New York, without giving effect to its choice of law principles.
[ Signature
Page Follows ]
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Very
truly yours, |
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Crestone
Strategic Capital Acquisition Corporation |
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By: |
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Name: |
Hongtao Sun |
|
Title: |
Chief Executive Officer and Chairman |
AGREED
TO AND ACCEPTED BY: |
|
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Crestone
Strategic Capital Limited |
|
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By: |
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Name: |
Shuya Iwamoto |
|
Title: |
Director |
|
[ Signature
Page to Administrative Services Agreement ]
|
### EX-23.1 - EX-23.1
EX-23.1
9
ex23-1.htm
EX-23.1
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 26, 2026, relating
to the financial statements of Crestone Strategic Capital Acquisition Corporation, in this Registration Statement on Form S-1 and the
related Prospectus.
Our
report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
/s/
HYYH CPA. LLC
Baltimore,
Maryland
May 26,
2026
|
### EX-99.1 - EX-99.1
EX-99.1
10
ex99-1.htm
EX-99.1
Exhibit
99.1
Consent
to be Named as a Director Nominee
In
connection with the filing by Crestone Strategic Capital Acquisition Corporation of the Registration Statement on Form S-1 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”), I hereby consent, pursuant
to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Crestone Strategic Capital Acquisition Corporation
in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an
exhibit to such Registration Statement and any amendments thereto.
Dated:
May 26, 2026 |
/s/
Oscar Sanz Paris |
|
Oscar
Sanz Paris |
|
### EX-99.2 - EX-99.2
EX-99.2
11
ex99-2.htm
EX-99.2
Exhibit
99.2
Consent
to be Named as a Director Nominee
In
connection with the filing by Crestone Strategic Capital Acquisition Corporation of the Registration Statement on Form S-1 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”), I hereby consent, pursuant
to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Crestone Strategic Capital Acquisition Corporation
in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an
exhibit to such Registration Statement and any amendments thereto.
Dated:
May 26, 2026 |
/s/
Lincoln Teo Choong Han |
|
Lincoln
Teo Choong Han |
|
### EX-99.3 - EX-99.3
EX-99.3
12
ex99-3.htm
EX-99.3
Exhibit
99.3
Consent
to be Named as a Director Nominee
In
connection with the filing by Crestone Strategic Capital Acquisition Corporation of the Registration Statement on Form S-1 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”), I hereby consent, pursuant
to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Crestone Strategic Capital Acquisition Corporation
in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an
exhibit to such Registration Statement and any amendments thereto.
Dated:
May 26, 2026 |
/s/
Aleksandar Georgiev Keratsinov |
|
Aleksandar
Georgiev Keratsinov |
|
### EX-99.4 - EX-99.4
EX-99.4
13
ex99-4.htm
EX-99.4
Exhibit 99.4
Adopted:
[●], 2026
AUDIT
COMMITTEE CHARTER
OF
CRESTONE
STRATEGIC CAPITAL ACQUISITION CORPORATION
Purpose
The
purposes of the Audit Committee (the “ Audit Committee ”) of the Board of Directors (“ Board ”) of
Crestone Strategic Capital Acquisition Corporation (“ Company ”) are to assist the Board in monitoring: (1) the integrity
of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s qualifications and independence,
(3) the performance of the Company’s independent auditor, and (4) the compliance by the Company with legal and regulatory requirements.
The Audit Committee also shall review and approve all related-party transactions.
The
Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (“ Commission ”)
to be included in the Company’s annual proxy statement.
Committee
Membership
The
Audit Committee shall consist of no fewer than three members of the Board, absent a temporary vacancy. The Audit Committee shall meet
the “Audit Committee Requirements” of The Nasdaq Stock Market, LLC and the independence and experience requirements of Section
10A(m)(3) of the Securities Exchange Act of 1934 (“ Exchange Act ”) and the rules and regulations of the Commission.
The
members of the Audit Committee shall be appointed by the Board. Audit Committee members may be replaced by the Board. There shall be
a Chairman of the Audit Committee which shall also be appointed by the Board. The Chairman of the Audit Committee shall be a member of
the Audit Committee and, if present, shall preside at each meeting of the Audit Committee. He shall advise and counsel with the executives
of the Company, and shall perform such other duties as may from time to time be assigned to him by the Audit Committee or the Board of
Directors.
Meetings
The
Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet periodically
with management and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of
the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee.
Committee
Authority and Responsibilities
The
Audit Committee shall have the sole authority to appoint or replace the independent auditor. The Audit Committee shall be directly responsible
for determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related
work. The independent auditor shall report directly to the Audit Committee.
The
Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent
auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B)
of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may form and
delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority
to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals
shall be presented to the full Audit Committee at its next scheduled meeting.
1 |
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The
Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting, or
other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation
to (i) the independent auditor for the purpose of rendering or issuing an audit report and (ii) any advisors employed by the Audit Committee.
The
Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval. The Audit Committee annually shall review the Audit Committee’s own
performance.
The
Audit Committee shall:
Financial
Statement and Disclosure Matters
1. |
Meet
with the independent auditor prior to the audit to review the scope, planning, and staffing of the audit. |
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2. |
Review
and discuss with management and the independent auditor the annual audit report, the financial statements and related notes and the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” proposed to be included
in the Company’s Annual Report on Form 10-K, and recommend to the Board whether the audited financial statements and related
notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be
included in the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing
of the Form 10-K). |
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3. |
Review
and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the filing of
its Form 10-Q, including the results of the independent auditor’s review of the quarterly financial statements. |
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4. |
Discuss
with management and the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection
with the preparation of the Company’s financial statements, including: |
|
(a) |
any
significant changes in the Company’s selection or application of accounting principles; |
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(b) |
the
Company’s critical accounting policies and practices; |
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(c) |
all
alternative treatments of financial information within GAAP that have been discussed with management and the ramifications of the
use of such alternative accounting principles; |
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(d) |
any
major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control
deficiencies; and |
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(e) |
any
material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted
differences. |
5. |
Discuss
with management and independent auditor and, prior to issuance, review and approve the Company’s earnings releases, including
the use of “pro forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance
to be included in such releases and provided to analysts and rating agencies. Such discussion may be general and include the types
of information to be disclosed and the types of presentations to be made. |
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6. |
Discuss
with management and the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting
initiatives and (ii) off-balance sheet structures. |
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|
7. |
Review
and discuss with management and the independent auditor the Company’s major financial risk exposures and the steps management
has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. |
2 |
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8. |
Discuss
with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities
or access to requested information, and any significant disagreements with management. |
|
|
9. |
Review
disclosures made to the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer (or individuals
performing similar functions) during their certification process for the Form 10-K and Form 10-Qs about any significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting and any fraud involving management
or other employees who have a significant role in the Company’s internal control over financial reporting. |
Oversi g ht
of the Compan y ’s Relationship with the Independent Auditor
10. |
At
least annually, obtain and review a report from the independent auditor, consistent with the rules of the Public Company Accounting
Oversight Board, regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised
by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c)
any steps taken to deal with any such issues and (d) all relationships between the independent auditor and the Company. Evaluate
the qualifications, performance and independence of the independent auditor, including whether the auditor’s quality controls
are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and
taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions with respect
to the independent auditor to the Board. |
|
|
11. |
Verify
the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate
to adopt a policy of rotating the independent auditing firm on a regular basis. |
|
|
12. |
Oversee
the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit
of the Company. |
|
|
13. |
Be
available to the independent auditor during the year for consultation purposes. |
Compliance
Oversi g ht Responsibilities
14. |
Obtain
assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated. |
|
|
15. |
Review
and approve all related-party transactions. |
|
|
16. |
Inquire
and discuss with management the Company’s compliance with applicable laws and regulations and with the Company’s Code
of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance. |
|
|
17. |
Establish
procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention
and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material
issues regarding the Company’s financial statements or accounting policies. Review requests for waivers under the Code of Ethics
sought with respect to any executive officer or director. Review annually with the Chairman of the Board or outside counsel, as appropriate,
the scope, implementation and effectiveness of the ethics and compliance program, and any significant deviations by officers and
employees from the Code of Ethics or other compliance policies, and other matters pertaining to the integrity of management. |
|
|
18. |
Discuss
with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports
that raise material issues regarding the Company’s financial statements or accounting policies. |
|
|
19. |
Discuss
with the Company’s General Counsel legal matters that may have a material impact on the financial statements or the Company’s
compliance policies. |
|
|
20. |
Review
and approve all payments made to the Company’s officers and directors or its or their affiliates. Any payments made to members
of the Audit Committee will be reviewed and approved by the Board, with the interested director or directors abstaining from such
review and approval. |
Limitation
of Audit Committee’s Role
While
the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan
or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management
and the independent auditor.
3 |
### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES
0002136449
2026-05-26
2026-05-26
0002136449
1
2026-05-26
2026-05-26
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-1
|
Crestone Strategic Capital Acquisition Corp
|
Table 1: Newly Registered and Carry Forward Securities
|
☐Not Applicable
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Newly Registered Securities
|
Fees to be Paid
|
1
|
Equity
|
Ordinary shares, par value $0.0001 per share(2)(3)
|
457(a)
|
8,625,000
|
$
10.00
|
$
86,250,000.00
|
0.0001381
|
$
11,911.13
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
86,250,000.00
|
|
$
11,911.13
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
11,911.13
|
|
|
|
|
Offering Note
|
1
|
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act").
(2) Includes 1,125,000 ordinary shares, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.
|
|
Table 2: Fee Offset Claims and Sources
|
☑Not Applicable
|
|
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
Rules 457(b) and 0-11(a)(2)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Rule 457(p)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 3: Combined Prospectuses
|
☑Not Applicable
|
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|