v3.26.1
S-K 1603, SPAC Sponsor; Conflicts of Interest
May 26, 2026
Spac Sponsor Its Affiliates And Promoters Line Items  
SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block]

Pursuant to a letter agreement to be entered with us, each of our initial shareholders, including our sponsor, and our directors and officers, has agreed to certain restrictions on such party’s ability to transfer, assign or sell the founder shares and private placement shares to unaffiliated parties, as summarized in the table below.

 

Subject Securities   Expiration Date  

Natural Persons and Entities

Subject to Restrictions

  Exceptions to Transfer Restrictions
Founder shares   The earlier of (A) 180 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub- divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day at least 90 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.  

Crestone Strategic Capital Limited

 

Hongtao Sun

 

Wenxi He

 

Oscar Sanz Paris

 

Lincoln Teo Choong Han

 

Aleksandar Georgiev Keratsinov

 

  Transfers permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of the British Virgin Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the consummation of an initial Business Combination; or (j) in the event of the Company’s completion of a liquidation, merger, capital share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus).
             
Private placement shares   Until 30 days after the completion of our initial business combination.   Crestone Strategic Capital Limited   Same as above
Fiduciary Duties to Other Companies, SPAC Officers and Directors [Table Text Block] Below is a table summarizing the entities to which our officers, directors and director nominees currently have fiduciary duties or contractual obligations which will take priority over us. 
Individual   Entity   Entity’s Business   Affiliation/Title
Hongtao Sun   KX Power Limited   Renewable energy & power generation asset   Chief Technology Officer
Wenxi He   KX Power Limited   Renewable energy & power generation asset   Chief Investment Officer
    Metal Sky Star Acquisition Corporation   Special Purpose Acquisition Company   Chief Executive Officer, Chief Financial Officer, and Chairwoman
    DT Cloud Acquisition Corporation   Special Purpose Acquisition Company   Independent Director
Oscar Sanz Paris   CQUR Bank   Banking   Deputy CEO & Chief Commercial Officer
Lincoln Teo Choong Han   Intelligence Wise (iWise)   Corporate data exchange   Founder
    ZERO13   Renewable Energy   Managing Director
Aleksandar Georgiev Keratsinov   ContourGlobal   Renewable Energy   Senior Project Manager