FIGX Capital Acquisition Corp-A美股招股说明书(2025-06-30版)

FIGX Capital Acquisition Corp. 13,100,000Units_______________________________ FIGXCapital Acquisition Corp.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 businesscombination target. While we may pursue an initial business combination target in anyindustry, we currently intend to concentrate our efforts on identifying businesses inthefinancial industry group sector(FIG Sector),with a focus on differentiatedprivatewealth/asset managers positioned to become multi-asset fund managers withdiversified distribution channels and global market presence. 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 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 willbecome exercisable 30days 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 additional1,965,000units 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 theunitsin this offering,which we refer to collectively as our public ClassAordinaryshares,upon the completion of our initial business combination at a per-shareprice,payable in cash,equal to the aggregate amount then on deposit in thetrustaccount described below as of twobusinessdays prior to the consummation ofourinitial business combination,including interest earned on the funds held in thetrustaccount(net of amounts withdrawn to pay our taxes,if any),divided by thenumberof then outstanding public shares,subject to the limitations and on theconditionsdescribed herein.The proceeds placed in the trust account and theinterest earned thereon shall not be used to pay for possible excise tax or any otherfeesor taxes that may be levied on us on any redemptions or share buybacks by uspursuantto any current,pending or future rules or laws,including withoutlimitationanyexcisetaxdueundertheInflationReductionActof2022.See“Summary—TheOffering—Redemptionrightsforpublicshareholdersupon completion of our initial business combination”on page42and“Summary—TheOffering—Redemptionof public shares anddistributionand liquidation if no initial business combination”on page47for more information. Table of Contents 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”onpage 46 for further discussion on certain limitations on redemptionrights. Our sponsor, FIGX Acquisition Partners LLC, and Cantor Fitzgerald& Co. (“Cantor”),therepresentativeoftheunderwriters,havecommitted,pursuanttowrittenagreements,to purchase from us an aggregate of 443,470 private placement units(whetheror not the underwriters’over-allotment option is exercised in full)at$10.00per unit(for an aggregate purchase price of$4,434,700(whether or not theunderwriters’over-allotment option is exercised in full)in a private placementthatwill close simultaneously with the closing of this offering.O