Oxley Bridge Acquisition Ltd-A美股招股说明书(2025-06-25版)

Oxley Bridge Acquisition Limited 22,000,000 Units OxleyBridge Acquisition Limited is a blank check company incorporated as a CaymanIslandsexemptedcompanyandformedforthepurposeofeffectingamerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustry. 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-half of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one Class Aordinaryshare 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 combination,andwill 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 additional3,300,000 units 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 Class A 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 asoftwo business days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account, less taxes payable,dividedby the number of then outstanding public shares,subject to the limitationsandon the conditions described herein.See“Summary—TheOffering—Redemption rights for public shareholders upon completion of our initialbusinesscombination”and“Summary—The Offering—Redemption of publicsharesanddistributionandliquidationifnoinitialbusinesscombination”on page 38 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”(asdefinedunder Section 13 oftheSecurities Exchange Act of 1934,as amended(the“Exchange Act”),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)fororagainstourinitialbusinesscombination.See“Summary—TheOffering—Limitation on redemption rights ofshareholdersholding 15%or more of the shares sold in this offering if weholdshareholdervote”onpage37forfurtherdiscussiononcertainlimitationson redemption rights. Oursponsor,OxleyBridgeHoldingsLLC,andCantorFitzgerald&Co.,therepresentativeof the underwriters,have committed to purchase an aggregate of6,400,000private placement warrants(whether or not the underwriters’over-allotmentoption is exercised),each exercisable to purchase one Class A ordinaryshareat$11.50pershare,at a price of$1.00 per warrant,or$6,400,000 in theaggregate(whether or not the underwriters’ over-allotment option is exercised),ina private placement that will close simultaneously with the closing of this offering.Ofthose 6,400,000 private placement warrants(whether or not the underwriters’ over-allotment option is exercised),our sponsor has agreed to purchase 4,200,000privateplacement warrants(whether or not the underwriters’over-allotment optionisexercised)and Cantor Fitzgerald&Co.has agreed to purchase 2,200,000 privateplacementwarrants.Each private placement warrant is exercisable to purchase oneClassA ordinary share at $11.50 per share. Table of Contents Sixinstitutional investors(none of which are affiliated with any member of ourmanagement,our sponsor or any other investor),which we refer to as the“non-managingsponsor investors”throughout this prospectus,have expressed an interesttoindirectly purchase,through the purchase of non-m