General Catalyst Global Resilience Merger Corp-A美股招股说明书(2026-04-30版)

General Catalyst Global ResilienceMerger Corp. 35,000,000 GRAIL Securities General Catalyst Global Resilience Merger Corp. is a newly organized blank check company incorporatedas a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses orentities, which we refer to as our initial business combination. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directlyor indirectly, with any business combination target. While we will not be limited to a particular industry orgeographic region in our identification and acquisition of a target company, we intend to focus on aerospace anddefense, national security, and other associated opportunities. This is an initial public offering of our securities. Each GRAIL security has an offering price of $10.00and consists of one ClassA ordinary share, par value $0.0001, and one-fourth of one redeemable warrant.Accordingly, unless you purchase four public GRAIL securities, you will not be able to receive or trade a wholewarrant. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at a price of$11.50 per share, subject to adjustment, terms and limitations as described herein. The warrants will becomeexercisable 30days after the completion of our initial business combination, and will expire fiveyears after thecompletion of our initial business combination or earlier upon redemption or liquidation of the company, asdescribed in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeemthe warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from thedate of this prospectus to purchase up to 5,250,000 additional public GRAIL securities to cover over-allotments,if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary 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 our trust account calculated as of twobusiness days prior tothe consummation of the initial business combination, including interest earned on the funds held in the trustaccount (net of amounts withdrawn or eligible to be withdrawn to pay our taxes), divided by the number ofthen-outstanding public shares. As further described in this prospectus, our amended and restated memorandumand articles of association provide that a public shareholder, together with any affiliate or any other person withwhom such shareholder is acting in concert or as a “group” (as defined under Section13 of the SecuritiesExchangeActof1934, as amended (the “ExchangeAct”)), will be restricted from redeeming its public shareswith respect to more than an aggregate of 15% of the public shares sold in this offering, without our priorconsent. If (i)we do not consummate an initial business combination within 24months from the closing of thisoffering (or 27months from the closing of this offering if we have executed a letter of intent, agreement inprinciple or definitive agreement for our initial business combination within 24months from the closing of thisoffering, which we refer to as the completion window), or (ii)our board of directors approves an earlierliquidation, then in either case we will redeem 100% of the public shares for cash, subject to applicable law andcertain conditions as described herein. We may seek shareholder approval to amend our amended and restatedmemorandum and articles of association to extend the date by which we must consummate our initial businesscombination. If we seek shareholder approval for an extension, and the related amendments are implemented bythe directors, holders of our public shares will be offered an opportunity to redeem their shares. Our sponsor, GCGR Sponsor LLC, has agreed to purchase an aggregate of 800,000 private placementGRAIL securities (or 905,000 private placement GRAIL securities if the underwriters’ over-allotment option isexercised in full) at a price of $10.00 per GRAIL security, for an aggregate purchase price of $8,000,000 (or$9,050,000 if the underwriters’ Table of Contents over-allotment option is exercised in full) in a private placement that will close simultaneously with the closingof this offering. We refer to these GRAIL securities throughout this prospectus as the private placement GRAILsecurities and we refer to the ClassA ordinary shares and warrants included in the private placement GRAILsecurities as the private placements shares and the private placement warrants, respectively. Each privateplacement warrant, upon aggregation of the fractional private placement warrants contained in each privateplacement GRAIL security, is exercisable to purchase one whole ClassA ordinary