v3.26.1
S-K 1602, SPAC Registered Offerings
Jun. 08, 2026
USD ($)
SPAC Offering Prospectus Summary [Line Items]  
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] true
SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block] We have until the date that is 24 months from the closing of this offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.
SPAC Offering Forepart, De-SPAC Consummation Timeframe 24 months
De-SPAC Consummation Timeframe May be Extended [Flag] true
De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] true
SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block] 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. 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. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other.
SPAC Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block]

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we consider relevant in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any of these criteria and guidelines.

We intend to seek to acquire target businesses that:

  ● we believe have meaningful and attractive high-growth potential, whether organic or inorganic;
  ● have been identified through a proprietary process rather than a competitive process;
  ● we believe have proven business models as we do not intend to assume risks of unproven technologies;
  ● have significant transnational operations or attractive potential for transnational operations;
  ● are led by proven management teams;
  ● are owned in large part by a family, management team and/or sponsor that will retain a significant portion of the equity capital of the business after our initial business combination;
  ● are supportive of and welcome additional value-creation and institution-building efforts, including enhanced corporate governance and financial transparency, expanded business intelligence and strategic planning activity and improved risk management capabilities; and
  ● are willing to participate in our initial business combination on terms that will offer an attractive valuation for our shareholders.

These criteria and guidelines are not intended to be exhaustive or inviolate. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an 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 and guidelines 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, as applicable, that we would file with the SEC.
De-SPAC Consummation Timeframe, How Extended [Text Block]

We have until the date that is 24 months from the closing of this offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law.
SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag] true
De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block] while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement warrants will be worthless
De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block] There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering.
De-SPAC Consummation Timeframe, Duration 36 months
SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our initial shareholders and their 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 initial shareholders or their affiliates:

Entity/Individual   Amount of Compensation to be Received or
Securities Issued or to be Issued		   Consideration Paid or to be Paid
         
CGC IV Sponsor LLC   7,087,500 Class B ordinary shares (up to 937,500 of which are subject to forfeiture to the extent the underwriters’ over-allotment option is not exercised in full)1   Approximately $24,652
         
    937,500 private placement warrants to be purchased simultaneously with the closing of this offering2   $1,875,000
         
    Up to $750,000   Repayment of loans made to us to cover offering related and organizational expenses.
         
CGC IV Sponsor DirectorCo LLC   100,000 Class B ordinary shares (of which 90,000 shares are held for the benefit of our independent directors)   Approximately $348
         
Holders of Class B ordinary shares   Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio   Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
         
CGC IV Sponsor LLC, CGC IV
Sponsor DirectorCo LLC, our officers or directors, or our or their affiliates		   Private placement-equivalent warrants of the post business combination entity, into which up to $1,500,000 in working capital loans may be converted at a price of $2.00 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders   Working capital loans to finance transaction costs in connection with an 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
         
    Finder’s fees, advisory fees, consulting fees or success fees   Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account
SPAC, Trust or Escrow Account, Material Terms [Text Block] Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $255,750,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $293,250,000 if the underwriters’ over-allotment option is exercised in full, $250,000,000 ($10.00 per unit), or $287,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $750,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially 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; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the permitted withdrawals and taxes payable, and the withdrawal of interest to pay our taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an 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 have not consummated an 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.
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent 90.00%
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount $ 255,750,000
SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. Although we believe that the net proceeds of this offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. 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 a proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
SPAC, Securities Offered, Redemption Rights [Text Block]

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 Class A ordinary shares, regardless of whether they abstain, vote for or vote against our initial business combination, 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 earned on the funds held in the trust account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less permitted withdrawals), divided by the number of then-outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 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 underwriters. Our initial shareholders, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination. The non-managing sponsor investors are not required to (i) hold any units, public shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any public shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination.

Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” 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 require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by 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 the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:

●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
●file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

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

As of March 31, 2026 
Offering
Price of
$10.00 per
Unit		   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 
$7.65   $7.06   $2.94   $6.08   $3.92   $4.12   $5.88   $(1.77)  $11.77 
Assuming No Exercise of Over-Allotment Option 
$7.66   $7.07   $2.93   $6.10   $3.90   $4.15   $5.85   $(1.71)  $11.71 
SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBV was calculated as follows:

   No Redemptions   25% of Maximum
Redemptions		   50% of Maximum
Redemptions		   75% of Maximum
Redemptions		   Maximum
Redemptions		 
   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		 
Public offering price  $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00 
Net tangible book deficit before this offering   (0.01)   (0.01)   (0.01)   (0.01)   (0.01)   (0.01)   (0.01)   (0.01)   (0.01)   (0.01)
Increase (decrease) attributable to public shareholders   7.67    7.66    7.08    7.07    6.11    6.09    4.16    4.13    (1.70)   (1.76)
Pro forms net tangible book value after this offering and the sale of the private placement warrants   7.66    7.65    7.07    7.06    6.10    6.08    4.15    4.12    (1.71)   (1.77)
Dilution to public shareholders  $2.34   $2.35   $2.93   $2.94   $3.90   $3.92   $5.85   $5.88   $11.71   $11.77 
Percentage of dilution to public shareholders   23.40%   23.50%   29.30%   29.40%   39.00%   39.20%   58.50%   58.80%   117.10%   117.70%
   No Redemptions   25% of Maximum
Redemptions		   50% of Maximum
Redemptions		   75% of Maximum
Redemptions		   Maximum
Redemptions		 
   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		   Without
Over-
Allotment		   With
Over-
Allotment		 
Numerator:                                        
Net tangible book deficit before this offering  $(71,918)  $(71,918)  $(71,918)  $(71,918)  $(71,918)  $(71,918)  $(71,918)  $(71,918)  $(71,918)  $(71,918)
Net proceeds from this offering, proceeds from the Sponsor loan and the sale of the private placement warrants(1)   250,275,000    287,775,000    250,275,000    287,775,000    250,275,000    287,775,000    250,275,000    287,775,000    250,275,000    287,775,000 
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value   79,988    79,988    79,988    79,988    79,988    79,988    79,988    79,988    79,988    79,988 
Less: Deferred Underwriting commissions   (10,000,000)   (12,250,000)   (10,000,000)   (12,250,000)   (10,000,000)   (12,250,000)   (10,000,000)   (12,250,000)   (10,000,000)   (12,250,000)
Less: Sponsor loan   (750,000)   (750,000)   (750,000)   (750,000)   (750,000)   (750,000)   (750,000)   (750,000)   (750,000)   (750,000)
Less: Overallotment liability   (197,900)   -    (197,900)   -    (197,900)   -    (197,900)   -    (197,900)   - 
Less: Amounts paid for redemptions(2)   -    -    (62,500,000)   (71,875,000)   (125,000,000)   (143,750,000)   (187,500,000)   (215,625,000)   (250,000,000)   (287,500,000)
   $239,335,170   $274,783,070   $176,835,170   $202,908,070   $114,335,170   $131,033,070   $51,835,170   $59,158,070   $(10,664,830)  $(12,716,930)
                                                   
Denominator:                                                  
Ordinary shares outstanding prior to this offering   7,187,500    7,187,500    7,187,500    7,187,500    7,187,500    7,187,500    7,187,500    7,187,500    7,187,500    7,187,500 
Ordinary shares forfeited if over-allotment is not exercised   (937,500)   -    (937,500)   -    (937,500)   -    (937,500)   -    (937,500)   - 
Ordinary shares offered and sale of private placement warrants   25,000,000    28,750,000    25,000,000    28,750,000    25,000,000    28,750,000    25,000,000    28,750,000    25,000,000    28,750,000 
Less: Ordinary shares redeemed   -    -    (6,250,000)   (7,187,500)   (12,500,000)   (14,375,000)   (18,750,000)   (21,562,500)   (25,000,000)   (28,750,000)
    31,250,000    35,937,500    25,000,000    28,750,000    18,750,000    21,562,500    12,500,000    14,375,000    6,250,000    7,187,500 
(1)Expenses applied against gross proceeds include offering expenses of approximately $475,000 and underwriting commissions of $5,000,000, payable to the underwriters upon the closing of this offering. See “Use of Proceeds.”
(2)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, directors, officers or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”