Silver Pegasus Acquisition Corp-A美股招股说明书(2025-07-15版)

$100,000,000Silver Pegasus Acquisition Corp. SilverPegasus 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 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 ClassAordinary share and one right.Each rightentitlesthe holder thereof to receive one-tenth of one Class A ordinary share upontheconsummation of our initial business combination,as described in more detail inthisprospectus.No fractional shares will be issued upon conversion of the rights.As a result, you must have ten rights to receive one ordinary share at the closing ofthe initial business combination. The underwriters have a 45-day option from the dateofthis prospectus to purchase up to an additional 1,500,000unitsto 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(up to an aggregate of 15%of thesharessold in this offering,as described in more detail in this prospectus)thatweresold as part of the units in this offering,which we refer to collectively asourpublic shares,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 two business days prior to the consummation ofourinitial business combination,including interest earned on the funds held in thetrustaccount,less taxes payable(other than any excise or similar tax that may bedueor payable),divided by the number of then outstanding public shares,subject tothe limitations and on the conditions described herein. Our sponsor, SilverLode Capital LLC and Roth, the representative of the underwriters,havecommitted to purchase an aggregate of 3,250,000 private placement warrants,whichwill be comprised of two classes of warrants as described elsewhere in thisprospectus(whether or not the underwriters’over-allotment option is exercised),consistingof Class B.1 private placement warrants and Class B.2 private placementwarrants(together referred to as the“private placement warrants”)at$1.00 perprivate placement warrant, in a private placement that will close simultaneously withtheclosing of this offering.Each Class B.1 private placement warrant entitles theholderthereof to purchase one ClassAordinary share at a price of$11.50 pershare.Each Class B.2 private placement warrant entitles the holder thereof topurchaseone Class A ordinary share at a price of$11.50 per share,subject toadjustment,as described in this prospectus.Of the 3,250,000 private placementwarrants,our sponsor has agreed to purchase 1,000,000 Class B.1 private placementwarrantsand 1,000,000 Class B.2 private placement warrants(whether or not theunderwriters’over-allotment option is exercised)and Roth has agreed to purchase1,250,000Class B.1 private placement warrants(whether or not the underwriters’over-allotment option is exercised).Certain institutional investors which areaffiliated with each other (but which are not Table of Contents affiliatedwith any member of our management,our sponsor or any other investor),whichwerefertoasthe“non-managingsponsorinvestors”throughoutthisprospectus,have expressed an interest to indirectly purchase,through the purchaseofnon-managing sponsor membership interests,an aggregate of 1,000,000 Class B.2private placement warrants (whether or not the over-allotment option is exercised) ataprice of$1.00 per Class B.2 private placement warrant($1,000,000 in theaggregate)in the private placement that will close simultaneously with the closingofthis offering.Subject to each non-managing sponsor investor purchasing,throughthesponsor,the private placement warrants in connection with the closing of thisoffering,the sponsor will issue membership interests at a nominal purchase price tothenon-managing sponsor investors,economic interests in an aggregate of 1,333,333foundershares held by the sponsor,which shares shall not be subject to forfeiture.The Class B.1 private placement warrants and the Class B.2 private placement warrantsareidentical to each other except that the Class B.2 private placement warrantswill:(i)be non-redeemable;(ii)will not be subject to any forfeiture,transfer,exchangeor amendment of the terms in connection with the business combinationwithoutthe consent of the non-managing spon