S-K 1602, SPAC Registered Offerings

Sep. 18, 2025

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 Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block]

Business Combination Criteria and Sourcing Process

We intend to capitalize on what we view as a distinct competitive advantage in sourcing potential acquisition targets that stand to benefit materially from our sector-specific expertise and post-combination value creation capabilities. Our focus is on identifying businesses where our operational insight, capital markets experience, and strategic networks can meaningfully enhance long-term performance.

We believe our management team is uniquely positioned to uncover differentiated opportunities across the private company landscape, with a particular focus on fintech, crypto/digital assets, AI-driven infrastructure, energy transition, auto/mobility, technology, consumer, healthcare, and mining industries. We plan to leverage deep, long-standing relationships with founders, executives across private and public enterprises, institutional investors, and sector-focused capital providers. The network, coupled with our broad geographic and industry reach, which, we believe, enables access to proprietary deal flow that is often overlooked by traditional channels, unlocking strategic entry points and value creation potential.

We believe our track record of investing across fintech, crypto/digital assets, AI-driven infrastructure, energy transition, auto/mobility, technology, consumer, healthcare, and mining markets can position us as a preferred partner for companies seeking strategic growth and public market access. Given our thematic orientation and established presence in these ecosystems, we expect to receive inbound interest from unaffiliated sources, including founders and investors in private and public utilities, infrastructure platforms, and mission-driven enterprises.

Our sourcing strategy prioritizes companies that we believe would benefit significantly from the enhanced visibility, capital access, and strategic optionality afforded by public listing. We also offer an alternative investment pathway that aligns with macrotrends in reshaping capital markets and investor appetite for sustainable, impact-driven growth.

Consistent with our approach, we have outlined a set of criteria and guidelines to evaluate potential targets. Our diligence process will be comprehensive, encompassing, as appropriate, management and employee engagement, financial and operational review, site visits, and a thorough assessment of all material company information. While these criteria will guide our evaluation, we retain flexibility to pursue compelling opportunities that may fall outside predefined parameters.

Acquisition Criteria

When candidate companies are being evaluated, we expect to use the following, non-exclusive criteria for determining opportunities.

• Proven Leadership: We intend to prioritize companies led by experienced, mission-driven management teams with a demonstrated ability to execute, scale, and adapt in dynamic market environments. We expect that these leaders will bring sector-specific expertise, operational discipline, and a clear vision for long-term value creation. Their credibility and track record are would be important in navigating the complexities of public market entry and sustaining performance post-combination.

• Strong Economic Fundamentals: We expect our target businesses to exhibit resilient financial profiles, including consistent EBITDA generation, positive cash flow dynamics, and identifiable levers for margin expansion. We intend to look for companies with operational efficiency, scalable cost structures, and the potential to enhance performance through strategic initiatives such as M&A, automation, and supply chain optimization.

• Public Market Readiness: We intend to seek companies that are well-positioned to benefit from access to public equity markets and alternative capital sources, including PIPEs and structured financings. These businesses typically have mature governance frameworks, transparent reporting capabilities, and a compelling equity story that resonates with institutional investors and public market participants.

• Strategic Fit with SPAC Platform: Ideal targets would align with our global SPAC strategy and can leverage our network of advisors, investors, and operators to accelerate their transition into a public entity. We intend to focus on companies that understand the strategic value of a SPAC combination — not just as a capital event, but as a platform for growth, brand elevation, and market expansion.

• Defensible Market Position: We intend to favor businesses with entrenched competitive advantages, including proprietary technology, long-term customer relationships, and operational scale. These moats create high barriers to entry and support sustainable differentiation in increasingly crowded markets. Our diligence process will emphasize the durability of these advantages and their relevance in evolving industry landscapes.

• Attractive Risk-Adjusted Returns: We intend to evaluate opportunities through a disciplined lens of risk-adjusted return potential, factoring in market volatility, execution complexity, and long-term scalability. Our investment thesis centers on identifying companies with asymmetric upside, where strategic intervention and capital infusion can unlock meaningful value for shareholders.

• Exposure to High-Growth Sectors: Our focus spans sectors undergoing structural transformation and capital reallocation, including AI, fintech, autotech, energy transition, technology, cryptocurrency, consumer platforms, healthcare, and mining. These industries benefit from strong secular tailwinds, policy support, and innovation cycles that create fertile ground for public market success.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team 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 materials or tender offer documents that we would file with the SEC.

De-SPAC Consummation Timeframe, How Extended [Text Block]

We will have until 24 months from the closing of this offering to consummate an initial business combination.

SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

Redemption of public shares and distribution and liquidation if no initial business combination		We will have only 24 months from the closing of this offering (to complete our initial business combination. If we are unable to complete our initial business combination within such period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten (10) business days thereafter (and subject to lawfully available funds therefor), redeem the 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 earned on the funds held in the trust account (which interest shall be net of taxes payable, other than excise taxes, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of 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.
		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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.
		Our initial shareholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares, private placement shares, private placement warrants and shares underlying any private placement warrants if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial shareholders or management team acquire public shares in or after this offering, 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 24 month time frame.

SPAC, Trust or Escrow Account, Material Terms [Text Block]

The Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the gross proceeds of this offering and the sale of the private placement units, a total of $200,000,000 (or $230,000,000 if the underwriters’ over-allotment option is exercised in full), will be placed in a segregated trust account located in the United States maintained by Equiniti acting as trustee, and will be invested only in U.S. government treasury bills, notes and bonds 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 and which invest solely in U.S. Treasuries or be held in an interest bearing demand deposit account. Except for all interest income that may be released to us for taxes payable, other than excise taxes, if any, none of the funds held in the trust account will be released from the trust account until the earlier of: (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination within 24 months from the closing of this offering; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) in a manner that would affect 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 required time period or (B) with respect to any other provision relating to our pre-business combination activity and related shareholders’ rights.

The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in connection with our business combination, we may apply the cash released from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating the initial business combination, to fund the purchase of other companies or for working capital. We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from members of our Sponsor or an affiliate of our Sponsor or our executive officers and directors, but such members of our management team are not under any obligation to advance funds to, or invest in, us.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent

90.00%

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount

$ 200,000,000

SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. 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]

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, 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 as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable, other than excise taxes, if any) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $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 Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, placement shares and any public shares they may hold in connection with the completion of our initial business combination. However, our Sponsor, officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the completion window.

SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• directors should not improperly fetter the exercise of future discretion;

• duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

In addition, 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. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (including as described in “Proposed Business — Initial Business Combination”). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

Our Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our Sponsor, officers or directors 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. Investors should be aware of the following potential conflicts of interest:

• None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

• In the course of their other business activities, our Sponsor, officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. However, our officers and directors have agreed to present to us all suitable target business opportunities, subject to any fiduciary or contractual obligations.

• Each of the holders of the founder shares and private placement units has agreed that his, her or its founder shares and private placement shares, as applicable, will be subject to transfer restrictions and that he, she or it will not sell or transfer such shares until the applicable forfeiture provisions no longer apply. Holders of founder shares and private placement shares have agreed to waive their redemption rights with respect to their founder shares and private placement shares, as applicable, (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 (excluding any exercise of the underwriters’ over-allotment option) and (iii) if we fail to consummate a business combination within the completion window or if we liquidate prior to the expiration of the completion window. Our Sponsor, officers and directors have also agreed to waive their redemption rights with respect to public shares in connection with the consummation of a business combination and 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. However, our Sponsor, officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the completion window. To the extent our holders of founder shares or private placement shares transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition to such transfer, to waive these same redemption rights. If we do not complete our initial business combination within the completion window, the portion of the proceeds of the sale of the private placement units placed into the trust account will be used to fund the redemption of our public shares. There will be no redemption rights or liquidating distributions with respect to our founder shares, private placement shares or private placement warrants, which may become worthless if we do not consummate an initial business combination within the completion window (excluding any exercise of the underwriter’s over-allotment option). Except as described under “Principal Shareholders — Transfers of Founder Shares and Placement Units”, the founder shares, private placement units and their underlying securities will not be transferable, assignable or salable.

• 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.

• Members of our management team and our independent directors may directly or indirectly own founder shares, private placement shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

• 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.

• We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors; 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.

• Our Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our Sponsor, officers or directors 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. Although we have no formal policy in place for vetting potential conflicts of interest, our Board of Directors will review any potential conflicts of interest on a case-by-case basis.

• Unless we consummate our initial business combination, our executive officers, directors and Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

• The founder shares, private placement shares and private placement warrants (and underlying securities) will be released from their respective lock-up restrictions only if a business combination is successfully completed, and the private placement warrants will expire worthless if a business combination is not consummated.

For the foregoing reasons, our Board of Directors may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with the Company.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our Board of Directors evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual(1)	Entity	Affiliation
Dan Nash	Columbus Circle Capital Corp I	SPAC
Madan Menon	Sqwire, LLC	Financial Education
Adam Nash	Aside, Inc.	Financial Technology Platform
	Stanford University	Education
Matthew Murphy	Montage Ventures	Investment Firm
	Woodside Elementary School	Education
	Columbus Circle Capital Corp I	SPAC
Jackson Fu	Promontory Technologies, Ltd.	Investment Firm
	CREAM Labs	Blockchain Platform
	Qilin Investment Management	Investment Firm
Pankaj Shah	Sankhara	Private Equity
	Finches LLC	Investment Firm

If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote any shares held by them in favor of our initial business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to their founder shares and private placement shares. If they purchase Class A ordinary shares as part of this offering or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert or sell such shares to us in connection with the consummation of an initial business combination.

All ongoing and future transactions between us and any of our Sponsor, executive officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block]

articles of association will provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors; 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.

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 over-allotment option. See section entitled “Dilution” for more information.

As of August 8, 2025
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
$	7.09	$	6.53	$	3.47	$	5.64	$	4.36	$	4.02	$	5.98	$	0.18	$	9.82
	Assuming No Exercise of Over-Allotment Option
$	7.08	$	6.52	$	3.48	$	5.62	$	4.38	$	4.01	$	5.99	$	0.17	$	9.83

SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag]

true

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

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
Silicon Valley Acquisition Sponsor LLC	7,665,900 Class B ordinary shares(1)	$25,000
	425,000 private placement units (or 455,000 if the over-allotment is exercised in full) to be purchased simultaneously with the closing of this offering	$4,250,000 (or $4,550,000 if the over-allotment option is exercised in full)
	Up to $300,000	Repayment of loans made to us to cover offering related and organizational expenses
	$25,000 per month	Office space located at 228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301, administrative and shared personnel support services
	Up to $1,500,000 in working capital loans, which loans may be convertible into private placement units at the business combination at a price of $10.00 per unit	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
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

(1) Each of our officers and directors, directly or indirectly, will own membership interests of our sponsor, which includes an indirect interest in an aggregate of [•] founder shares. The number of Class B ordinary shares, and the forfeiture mechanism underlying the Class B ordinary shares, has been determined in order to ensure that the Class B ordinary shares will represent 25% of the outstanding ordinary shares (excluding any shares underlying the private placement units) upon completion of this offering and the exercise of the underwriters’ over-allotment option, if any. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a share dividend or a share contribution back to capital, as applicable, immediately prior to the consummation of the offering, in such amount as to maintain the collective ownership of the initial shareholders, prior to this offering at approximately 25% of our issued and outstanding ordinary shares (excluding any shares underlying the private placement units) upon the consummation of this offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to the adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of (i) the aggregate of our issued and outstanding founder shares and public shares after this offering, plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business

De-SPAC, Material Potential Source of Future Dilution, Description [Text Block]

The below calculations (A) assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, (iii) no working capital loans are converted into private placement warrants, as further described in this prospectus and (iv) no value is attributed to the warrants, and (B) assume the issuance of 20,000,000 Class A ordinary shares (or 23,000,000 Class A ordinary shares if the over-allotment option is exercised in full) and 7,665,900 founder shares (up to 999,900 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full). Such calculations do not reflect any dilution associated with the exercise of warrants as the warrants are accounted for as equity and are only exercisable following the consummation of our initial business combination. The assumed exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion of the Class B ordinary shares.

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		—			—			—			—			—			—			—			—			—			—
Increase attributable to public shareholders		7.08			7.09			6.52			6.53			5.62			5.64			4.01			4.02			0.17			0.18
Pro forms net tangible book value after this offering and the sale of the placement shares		7.08			7.09			6.52			6.53			5.62			5.64			4.01			4.02			0.17			0.18
Dilution to public shareholders	$	2.92		$	2.91		$	3.48		$	3.47		$	4.38		$	4.36		$	5.99		$	5.98		$	9.83		$	9.82
Percentage of dilution to public shareholders		29.2	%		29.1	%		34.8	%		34.7	%		43.8	%		43.6	%		59.9	%		59.8	%		98.3	%		98.2	%

	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	$	(37,417	)	$	(37,417	)	$	(37,417	)	$	(37,417	)	$	(37,417	)	$	(37,417	)	$	(37,417	)	$	(37,417	)	$	(37,417	)	$	(37,417	)
Net proceeds from this offering and the sale of the placement shares(1)		201,500,000			231,500,000			201,500,000			231,500,000			201,500,000			231,500,000			201,500,000			231,500,000			201,500,000			231,500,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		41,500			41,500			41,500			41,500			41,500			41,500			41,500			41,500			41,500			41,500
Less: Deferred underwriting commissions		(8,000,000	)		(9,200,000	)		(6,000,000	)		(6,900,000	)		(4,000,000	)		(4,600,000	)		(2,000,000	)		(2,300,000	)		—			—
Less: Overallotment liability		(255,400	)		—			(255,400	)		—			(255,400	)		—			(255,400	)		—			(255,400	)		—
Less: Amounts paid for redemptions(2)		—			—			(50,000,000	)		(57,500,000	)		(100,000,000	)		(115,000,000	)		(150,000,000	)		(172,500,000	)		(200,000,000	)		(230,000,000	)
	$	193,248,683		$	222,304,083		$	143,248,683		$	164,104,083		$	97,248,683		$	111,904,083		$	49,248,683		$	56,704,083		$	1,248,683		$	1,504,083
Denominator:
Ordinary shares outstanding prior to this offering		7,665,900			7,665,900			7,665,900			7,665,900			7,665,900			7,665,900			7,665,900			7,665,900			7,665,900			7,665,900
Ordinary shares forfeited if over-allotment is not exercised		(999,900	)		—			(999,900	)		—			(999,900	)		—			(999,900	)		—			(999,900	)		—
Ordinary shares offered and sale of placement shares		20,000,000			23,000,000			20,000,000			23,000,000			20,000,000			23,000,000			20,000,000			23,000,000			20,000,000			23,000,000
Less: Ordinary shares redeemed		—			—			(5,000,000	)		(5,750,000	)		(10,000,000	)		(11,500,000	)		(15,000,000	)		(17,250,000	)		(20,000,000	)		(23,000,000	)
Placement shares		625,000			685,000			625,000			685,000			625,000			685,000			625,000			685,000			625,000			685,000
		27,291,000			31,350,900			22,291,000			25,600,900			17,291,000			19,850,900			12,291,000			14,100,900			7,291,000			8,350,900

(1) Expenses applied against gross proceeds include offering expenses of approximately $750,000 and underwriting commissions of $0.20 per unit (including any units sold pursuant to the underwriter’s option to purchase additional units), or $4,000,000 in the aggregate, payable to the underwriters in this offering (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2) Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: $0.40 per unit $8,000,000 in the aggregate or up to an additional $1,200,000 in the aggregate if the underwriter’s over-allotment option is exercised in full payable to the underwriters in the Proposed Offering. See also “Underwriting” for a description of compensation and other items of value payable to the underwriter.

(3) 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 Sponsor, initial shareholders, directors, officers, advisors 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 “Proposed Business — Effecting Our Initial Business Combination — Permitted purchases and other transactions with respect to our securities.”

Silicon Valley Acquisition Corp. S-1