Catalyst Acquisition Corp. — Form S-1

Catalyst Acquisition Corp., a Cayman Islands blank-check company, is issuing 20,000,000 units at $10 per unit ($200M gross proceeds) with an over-allotment option for 3,000,000 additional units. Each unit contains one Class A ordinary share and 1/7 warrant. Santander US Capital Markets LLC is the sole underwriter. Underwriting fee is $0.0125 per unit upfront ($250K) plus $0.30 per unit deferred ($6M–$6.9M if over-allotment exercised), payable from trust account upon business combination. Sponsor Catalyst Sponsor LLC purchased 5,750,000 Founder Shares for $25,000 and will buy 270,000 private placement units at $10 each ($2.7M) simultaneously. Company must identify and complete business combination within 24 months or liquidate and return proceeds to public shareholders.