Monitor for the pricing and closing of the IPO, and any subsequent announcements regarding a target business combination. The key risk is the 18-month deadline to complete a deal; watch for shareholder votes on extensions or any announced target that could trigger significant redemptions.
Executive Summary
Calm Seas Acquisition Corp. (CSEA) is a blank-check SPAC filing Amendment No. 1 to its S-1 for a $200 million IPO (20,000,000 units at $10.00/unit), targeting oil & gas, offshore drilling, and maritime/shipping sectors. The sponsor, Calm Seas Sponsor LLC (backed by Pilgrim Global ICAV), holds founder shares purchased at ~$0.002/share, creating significant dilution for public shareholders. The company has no operating history, no revenues, and a going-concern warning, with a forward purchase agreement for $25 million from the Fund to support a future business combination.
Key Financial Metrics
Key Facts
- Offering: 20,000,000 units at $10.00/unit, gross proceeds of $200,000,000 (or $230,000,000 with full over-allotment).
- Each unit consists of one Class A ordinary share and one-third of one redeemable warrant (exercise price $11.50/share).
- $201,000,000 (or $231,150,000 with over-allotment) will be deposited into a trust account, representing $10.05 per unit.
- Sponsor and CCM will purchase 7,000,000 private placement warrants at $1.00 each, totaling $7,000,000.
- Forward purchase agreement with Pilgrim Global ICAV for a minimum of 2,500,000 Class A shares at $10.00/share, totaling $25,000,000, to close with the initial business combination.
- Sponsor acquired 11,600,000 founder shares for $25,000 (~$0.002/share), resulting in immediate and substantial dilution to public shareholders.
- Company has 18 months from closing to complete a business combination, with a possible extension up to 36 months.
- As of September 1, 2026, the company had no cash, a working capital deficit of $11,147, and total assets of $42,743.
- The company's independent auditor has expressed substantial doubt about its ability to continue as a going concern.
- Target business enterprise value range is approximately $500 million to $5 billion.
Financial Impact
Gross proceeds of $200,000,000 from the IPO, with $201,000,000 placed in trust. Net proceeds available for a business combination are approximately $193,000,000 (after deferred underwriting commissions). The company has no revenue or operating history.
Risk Factors
- No operating history and no revenues, with a going-concern warning from auditors.
- Significant dilution to public shareholders due to sponsor's nominal founder share purchase price.
- Potential inability to complete a business combination within the 18-month window, leading to liquidation.
- Conflicts of interest between sponsor, management, and public shareholders.
- Dependence on the forward purchase agreement and potential need for additional financing.
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001193125-26-417752 |
| Document: d541030dex32.htm | 0001193125-26-417752 |
| Document: d541030dex11.htm | 0001193125-26-417752 |
US Market Status
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