ProCap Acquisition Corp-A美股招股说明书(2025-05-22版)

ProCap Acquisition Corp 22,000,000Units ProCapAcquisition 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 maypursuean initial business combination in any business or industry and in anygeographic region. This is an initial public offering of our securities. Each unit has an offering priceof $10.00 and consists of one ClassA ordinary share and one-third of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units and only whole warrants will trade.The warrants willbecomeexercisable 30 days after the completion of our initial business combinationandwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional3,300,000units 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,allor a portion of their ClassAordinary shares that were sold as part of theunits in this 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 asoftwo business days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account,less income taxespayable,divided by the number of then outstanding public shares,subject to thelimitationsand on the conditions described herein.Except for income taxes,theproceeds placed in the trust account and the interest earned thereon are not intendedtobe used to pay for possible excise tax or any other fees or taxes that may beleviedon the Company pursuant to any current,pending or future rules or laws,includingwithout limitation any excise tax due under the Inflation ReductionActof2022onanyredemptionsorstockbuybacksbyourcompany.See“Summary—TheOffering—Redemptionrights for public shareholdersuponcompletion of our initial business combination”and“Summary—TheOffering—Redemptionof public shares and distribution and liquidationifno initial business combination”for more information. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold shareholder vote”forfurther discussion of certain limitations on redemption rights. Oursponsor,ProCap Acquisition Sponsor,LLC,has committed to purchase an aggregateof430,000 private placement units(regardless of whether the over-allotment optionisexercised in full)at a price of$10.00 per unit for an aggregate purchase priceof$4,300,000.Each private placement unit will be identical to the units sold in thisoffering,except as described in this prospectus.The private placement unitswillbe sold in a private placement that will close simultaneously with the closingof this offering. Table of Contents OnJanuary9,2025,our sponsor purchased,and the Company issued to the sponsor,5,750,000Class B ordinary shares(up to 750,000 of which are subject to forfeiturebythe holders thereof depending on the extent to which the underwriter’s over-allotmentoption is exercised)for an aggregate purchase price of$25,000,orapproximately$0