Sec Form 4 Filing - CAL REDWOOD SPONSOR LLC @ Cal Redwood Acquisition Corp. - 2025-05-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CAL REDWOOD SPONSOR LLC
2. Issuer Name and Ticker or Trading Symbol
Cal Redwood Acquisition Corp. [ CRAQU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CAL REDWOOD ACQUISITION CORP.,, 2440 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2025
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 05/22/2025 P 400,000 A 400,000 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CAL REDWOOD SPONSOR LLC
C/O CAL REDWOOD ACQUISITION CORP.,
2440 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Tricia Branker, Attorney-in-Fact 05/22/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Simultaneously with the consummation of the Issuer's initial public offering, Cal Redwood Sponsor LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 400,000 units (the "Private Placement Units") in a private placement for an aggregate purchase price of $4,000,000. Each Private Placement Unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the completion of an initial business combination. The reported shares are the 400,000 Class A ordinary shares included in such Private Placement Units.
( 2 )The Sponsor is the record holder of such shares. 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.

Remarks:
See Exhibit 24.1 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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