Perimeter Acquisition Corp I-A美股招股说明书(2025-05-14版)

$210,000,000 Perimeter Acquisition Corp. I 21,000,000Units Perimeter Acquisition Corp. I is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination withone or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combinationtarget and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combinationtarget. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share, par value$0.0001 and one-half of one redeemable warrant. No fractional warrants will be issued upon separation of the units and only whole warrants willtrade. Accordingly, unless you purchase two public units, you will not be able to receive or trade a whole warrant. Each whole warrant entitles theholder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein.The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completionof our initial business combination or earlier upon redemption or liquidation of the company, as described in this prospectus. Subject to the terms andconditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriter has a 45-dayoption from the date of this prospectus to purchase up to 3,150,000 additional public units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares that were sold as part of theunits in this offering, which we refer to collectively as our public 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 two business days prior to the consummation ofthe initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn or eligible to bewithdrawn to pay our taxes (which shall exclude the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any isimposed on us), which we refer to as permitted withdrawals), divided by the number of then-issued and outstanding public shares, subject toapplicable law and limitation and on the conditions described herein. As further described in this prospectus, our amended and restated memorandumand articles of association will provide that a public shareholder, together with any affiliate or any other person with whom such shareholder is actingin concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted fromredeeming its public shares with respect to more than an aggregate of 15% of the public shares sold in this offering, without our prior consent. If wedo not consummate an initial business combination within 24 months from the closing of this offering or our board of directors approves an earlierliquidation, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (less up to$100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, subject to applicable law and certainconditions as further described herein. We may seek shareholder approval to amend our amended and restated memorandum and articles ofassociation to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, andthe related amendments are approved by the shareholders, holders of our public shares will be offered an opportunity to redeem their shares inconnection with the implementation of any such amendment. Redemption rights may also be available to shareholders in certain other circumstancesas described herein and in our amended and restated memorandum and articles of association. Our sponsor, Perimeter Acquisition Sponsor LLC, has agreed to purchase an aggregate of 575,000 private placement units (or up to 638,000 privateplacement units if the underwriter’s over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of$5,750,000 (or up to $6,380,000 if the underwriter’s over-allotment option is exercised in full) in a private placement that will close simultaneouslywith the closing of this offer