Registration 333-299738
S-1 · 2026-10-30 · 0001213900-26-114455
Terms from the governing filing for this registration; not a claim that the offering is open today.
Company research
CIK 2147831Updated Nov 2, 2026
1 filing on record · S-1.
We are a blank check company incorporated in the British Virgin Islands on June 11, 2026 as a business company with limited liability, meaning that our public shareholders have no liability, as shareholders, for our liabilities beyond the amount paid for their shares. We were formed to effect 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 as a “target business.” Our efforts to identify a prospective target business will not be limited to any particular industry or geographic location. Because of our significant ties to China, we may pursue opportunities in China, including Hong Kong and Macau. Due to PRC laws and regulations restricting foreign ownership of and investment in certain assets and industries, including, but not limited to, value-added telecommunications services, including internet content providers, we may have a limited pool of acquisition candidates in China. We do not have any specific business combination under consideration and neither we nor anyone acting on our behalf has, directly or indirectly, contacted any prospective tar…
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] UCSB Acquisition Corp. UNITS CONSISTING OF ONE ORDINARY SHARE, AND ONE RIGHT TO RECEIVE ONE-FOURTH OF ONE ORDINARY SHARE THIS CERTIFIES THAT _____________________ is the owner of _________ Units. Each Unit (“Unit”) consists of one (1) ordinary share, no par value (“Ordinary Shares”), of UCSB Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”) and one right (each, a “…
Read attachment ↗Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES ________ UCSB ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF BRITISH VIRGIN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: [__] IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF NO PAR VALUE OF UCSB ACQUISITION CORP. (THE “COMPANY”) transferable on the books of the Company in person or by duly authorized attorney upon surrender of this cer…
Read attachment ↗Exhibit 4.3 NUMBER SPECIMEN RIGHT CERTIFICATE UCSB Acquisition Corp. INCORPORATED UNDER THE LAWS OF BRITISH VIRGIN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to automatically receive one-fourth of one ordinary share, no par value (“Ordinary Shares”), of UCSB Acquisition Corp. (the “Company”) for each Right evidenced by this Right Certificate on the Company’s comple…
Read attachment ↗Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [●], 2026 between UCSB Acquisition Corp., a business company incorporated in the British Virgin Islands with limited liability (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as rights agent (the “Rights Agent”). WHEREAS, the Company has received a firm commitment from US Tiger Securities, Inc., as the representative of the underwriters (the “Representative”), to purchase up t…
Read attachment ↗Exhibit 99.1 AUDIT COMMITTEE CHARTER OF ucsb Acquisition Corp. Adopted: [●], 2026 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of UCSB Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders. PURPOSE …
Read attachment ↗Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF UCSB Acquisition Corp. Adopted: [●], 2026 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of UCSB Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Company and its share…
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