Siddhi Acquisition Corp-A美股招股说明书(2025-04-01版)

Siddhi Acquisition Corp 24,000,000Units SiddhiAcquisition Corp is a blank check company incorporated as a Cayman Islandsexemptedcompany and formed for the purpose of effecting a merger,amalgamation,share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectusasour initial business combination.We have not selected any business combinationtargetand we have not,nor has anyone on our behalf,initiated any substantivediscussions,directly or indirectly,with any business combination target.We maypursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one right to receive one-tenth(1/10th)of one Class A ordinary share upon the consummation of an initialbusiness combination, as described in more detail in this prospectus. The underwriterhasa 45-day option from the date of this prospectus to purchase up to an additional3,600,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that are sold as part of the unitsinthis offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account divided by thenumberof then-outstanding public shares,subject to the limitations and on theconditionsdescribed herein.Notwithstanding the foregoing redemption rights,ouramendedand restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person withwhom such shareholder is acting in concert or as a “group” (as defined under Section13of the Exchange Act),may be restricted from redeeming its shares with respect tomorethan an aggregate of 15%of the shares sold in this offering without our priorconsent.See“Summary—TheOffering—Limitationon redemption rightsofshareholders holding 15%or more of the shares sold in this offering ifwehold shareholder vote”for further discussion on certain limitations onredemptionrights. Wehave until the date that is 21 months from the closing of this offering(or 24monthsfrom the closing of this offering if we have executed a definitive agreementforan initial business combination within 21 months from the closing of thisoffering)or until such earlier liquidation date as our board of directors mayapprove, to consummate our initial business combination. If we anticipate that we maybe unable to consummate our initial business combination within such 21-month(or 24-month), we may seek shareholder approval to amend our amended and restated memorandumandarticles of association to extend the date by which we must consummate ourinitialbusiness combination.If we seek shareholder approval for an extension,holdersof public shares will be offered an opportunity to redeem their shares at apershare price,payable in cash,equal to the aggregate amount then on deposit inthetrust account,including interest earned thereon(net of permitted withdrawals),dividedby the number of then issued and outstanding public shares,subject toapplicablelaw.If we are unable to complete our initial business combination within21months from the closing of this offering(or 24 months from the closing of thisofferingif we have executed a definitive agreement for an initial businesscombinationwithin 21 months from the closing of this offering)or by such earlierliquidationdate as our board of directors may approve,we will redeem 100%of thepublicshares at a per share price,payable in cash,equal to the aggregate amountthenon deposit in the trust account,including interest earned thereon(net ofpermittedwithdrawals and up to$100,000 of interest income to pay dissolutionexpenses),divided by the number of then issued and outstanding public shares,subject to applicable law and certain conditions as further described herein. Oursponsor,Siddhi Sponsor LLC,has committed to purchase an aggregate of 320,000units(or 338,000 units if the underwriter’s over-allotment option is exercised in full),at$10.00 per private unit for a total purchase price of$3,200,000(or$3,380,000 if the underwriter’s over-allotment option is exercised in full). Table of Contents Oursponsor currently owns an aggregate of 6,900,000 Class B ordinary shares,whichwere purchased for an aggregate of $25,000 (or approximately $0.004 per share), up to900,000of which will be surrendered to us for no consideration after the closing ofthisoffering depe