Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Cal Redwood Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G17564108 (CUSIP Number) |
05/22/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G17564108 |
| 1 | Names of Reporting Persons
Cal Redwood Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,005,900.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cal Redwood Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
2440 Sand Hill Road Suite 101, Menlo Park, CA 94025 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of Cal Redwood Sponsor LLC (the "Reporting Person"): | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is 2440 Sand Hill Road Suite 101, Menlo Park, CA 94025. | |
| (c) | Citizenship:
Cal Redwood Sponsor LLC is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G17564108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person and is incorporated herein by reference for the Reporting Person. Cal Redwood Sponsor LLC (the "Sponsor") holds 430,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 7,575,900 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares") of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-285517). The 430,000 Class A Ordinary Shares are underlying units (each unit consisting of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and the Issuer. The Sponsor holds 8,005,900 Ordinary Shares, representing approximately 25.6% of the outstanding Ordinary Shares. The securities described above are held directly by the Sponsor. Vivek Ranadive, Daven Patel and Raymond Dong are the three managers of the Sponsor. Any decisions by the Sponsor with respect to the securities held by it, including voting and dispositive decisions, are made jointly by the three managers and no one individual has a controlling decision. Accordingly, under the so-called "rule of three," because voting and dispositive decisions are made jointly by three managers, none of the managers of the Sponsor is deemed to be a beneficial owner of securities held by the Sponsor, even those in which such managers hold a pecuniary interest. Accordingly, none of such individuals is deemed to have or share beneficial ownership of the securities held by the Sponsor. and indirectly by Vivek Ranadive, Daven Patel and Raymond Dong as the three managers of the Sponsor. Messrs. Ranadive, Patel and Dong disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. The aggregate percentage of Ordinary Shares beneficially owned by the Reporting Person is calculated based upon 31,325,900 Ordinary Shares outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025. | |
| (b) | Percent of class:
25.6% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
8,005,900.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
8,005,900.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * The Power of Attorney given by Cal Redwood Sponsor LLC was previously filed as exhibit 24.1 to the Form 3 filed by Cal Redwood Sponsor LLC with the SEC on May 22, 2025 and is herein incorporated by reference.